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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933


                       LIVESTAR ENTERTAINMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)

        Nevada                            7990                    98-0204736
  (State or jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

  62 West 8th Avenue, 4th Floor, Vancouver, British Columbia, Canada V5Y 1M7;
                                 (604) 682-6541
  (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

              EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2003 NO. 2
                            (Full title of the Plans)

       Raymond Hawkins, 62 West 8th Avenue, 4th Floor, Vancouver, British
                            Columbia, Canada V5Y 1M7
                     (Name and address of agent for service)

                                 (604) 682-6541
          (Telephone number, including area code, of agent for service)



                                 CALCULATION OF REGISTRATION FEE

                                                                Proposed maximum
Title of securities to be  Amount to be   Proposed offering    aggregate offering       Amount of
      registered            registered   price per share (1)          price         registration fee
-------------------------  ------------  --------------------  -------------------  -----------------
                                                                        
Options to Purchase
  Common Stock,              55,000,000  $         0.0066 (2)  $           363,000  $           33.40
  Common Shares
  Underlying Options
-------------------------  ------------  --------------------  -------------------  -----------------
     Total                   55,000,000                        $           363,000  $           33.40
-------------------------  ------------  --------------------  -------------------  -----------------

(1)  The  Offering  Price  is  used  solely  for  purposes  of  estimating  the
     registration  fee  pursuant  to  Rule  457(h)  promulgated  pursuant to the
     Securities  Act  of  1933.
(2)  This  Offering  Price  per  Share  is  established  pursuant  to the option
     exercise  price set forth in the Employee Stock Incentive Plan for the Year
     2003  No.  2,  set  forth  in  Exhibit  4.1  to  this  Form  S-8.




                                     PART I
              Information Required in the Section 10(a) Prospectus


ITEM 1.  PLAN  INFORMATION.

     See Item 2 below.

ITEM 2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

     The  documents  containing the information specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8 and
Rule  428  promulgated under the Securities Act of 1933.  The participants shall
be provided a written statement notifying them that upon written or oral request
they  will  be  provided,  without  charge,  (i)  the  documents incorporated by
reference  in  Item  3  of Part II of the registration statement, and (ii) other
documents  required to be delivered pursuant to Rule 428(b).  The statement will
inform  the  participants  that these documents are incorporated by reference in
the  Section  10(a)  prospectus,  and shall include the address (giving title or
department)  and  telephone  number  to  which  the  request  is to be directed.

                                     PART II
               Information Required in the Registration Statement

ITEM 3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The following are hereby incorporated by reference:

          (a)  The  Registrant's  latest  annual  report  on Form 10-KSB for the
fiscal year ended December 31, 2002, filed on April 16, 2003.

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Form  10-KSB  referred  to  in  (a)  above.

          (c)  A  description  of  the  Registrant's securities contained in the
Registration  Statement  on  Form  SB-2  filed by the Registrant to register the
common  stock  under  the Securities Act, including all amendments filed for the
purpose  of  updating  such  common  stock  description.

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

ITEM 4.  DESCRIPTION  OF  SECURITIES.

         Not  applicable.

ITEM 5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

     Other  than  as  set forth below, no named expert or counsel was hired on a
contingent  basis,  will  receive  a  direct  or  indirect interest in the small
business  issuer,  or  was  a  promoter,  underwriter, voting trustee, director,
officer,  or  employee  of  the  Registrant.

ITEM 6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Our  bylaws  do not contain a provision entitling any director or executive
officer  to indemnification against its liability under the Securities Act.  The
Nevada  Revised  Statutes  allow a company to indemnify our officers, directors,
employees,  and  agents from any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, except


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under  certain circumstances.  Indemnification may only occur if a determination
has been made that the officer, director, employee, or agent acted in good faith
and  in  a manner, which such person believed to be in the best interests of the
Registrant.  A  determination  may be made by the stockholders; by a majority of
the  directors who were not parties to the action, suit, or proceeding confirmed
by  opinion  of  independent  legal  counsel; or by opinion of independent legal
counsel  in the event a quorum of directors who were not a party to such action,
suit,  or  proceeding  does  not  exist.

     Provided  the terms and conditions of these provisions under Nevada law are
met,  officers,  directors,  employees,  and  agents  of  the  Registrant may be
indemnified  against  any  cost,  loss,  or expense arising out of any liability
under  the  Securities  Act.  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons  of  the  Registrant,  we  have  been advised that in the opinion of the
Securities  and  Exchange  Commission,  such  indemnification  is against public
policy  and  is,  therefore,  unenforceable.

     The  Nevada Revised Statutes, stated herein, provide further for permissive
indemnification  of  officers  and  directors.

     "A.  NRS 78.7502.  Discretionary and mandatory indemnification of officers,
          -----------
directors,  employees  and  agents:  General  provisions.

          "1.    A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit  or  proceeding,  whether civil, criminal, administrative or investigative,
except  an  action  by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation, or
is  or  was  serving  at  the request of the corporation as a director, officer,
employee  or  agent of another corporation, partnership, joint venture, trust or
other  enterprise, against expenses, including attorneys' fees, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection  with the action, suit or proceeding if he acted in good faith and in
a  manner  which  he  reasonably  believed  to  be in or not opposed to the best
interests  of  the  corporation,  and,  with  respect  to any criminal action or
proceeding,  had  no  reasonable  cause to believe his conduct was unlawful. The
termination  of  any  action, suit or proceeding by judgment, order, settlement,
conviction  or  upon  a  plea of nolo contendere or its equivalent, does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to  be  in  or  not opposed to the best
interests  of  the corporation, and that, with respect to any criminal action or
proceeding,  he  had  reasonable cause to believe that his conduct was unlawful.

          "2.    A corporation may indemnify any person who was or is a party or
is  threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by  reason  of the fact that he is or was a director, officer, employee or agent
of  the corporation, or is or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise against expenses, including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with  the defense or settlement of the action or suit if he acted in
good  faith and in a manner which he reasonably believed to be in or not opposed
to  the  best  interests of the corporation. Indemnification may not be made for
any  claim,  issue  or  matter  as to which such a person has been adjudged by a
court  of  competent jurisdiction, after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit  was  brought  or  other  court  of  competent jurisdiction determines upon
application  that  in  view  of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

          "3.     To the extent that a director, officer, employee or agent of a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any  claim, issue or matter therein, the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection  with  the  defense.

     "B.  NRS 78.751.  Authorization required for discretionary indemnification;
          ----------
advancement  of  expenses;  limitation  on  indemnification  and  advancement of
expenses.


                                        3

          "1.    Any  discretionary  indemnification  under  NRS  78.7502 unless
ordered  by  a  court  or  advanced pursuant to subsection 2, may be made by the
corporation  only  as  authorized in the specific case upon a determination that
indemnification  of  the  director,  officer, employee or agent is proper in the
circumstances.  The  determination  must  be  made:

               "(a)  By  the  stockholders;

               "(b)  By  the  board  of  directors  by majority vote of a quorum
consisting  of directors who were not parties to the action, suit or proceeding;

               "(c)  If  a majority vote of a quorum consisting of directors who
were  not  parties  to  the action, suit or proceeding so orders, by independent
legal  counsel  in  a  written  opinion;  or

               "(d)  If a quorum consisting of directors who were not parties to
the  action, suit or proceeding cannot be obtained, by independent legal counsel
in  a  written  opinion.

          "2.    The articles  of incorporation, the bylaws or an agreement made
by  the  corporation  may  provide  that  the expenses of officers and directors
incurred  in  defending  a  civil or criminal action, suit or proceeding must be
paid  by  the  corporation  as  they  are  incurred  and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or  on behalf of the director or officer to repay the amount if it is ultimately
determined  by  a  court of competent jurisdiction that he is not entitled to be
indemnified  by the corporation. The provisions of this subsection do not affect
any  rights  to  advancement of expenses to which corporate personnel other than
directors  or  officers  may be entitled under any contract or otherwise by law.

          "3.    The  indemnification  and advancement of expenses authorized in
NRS 78.7502 or ordered by a court pursuant to this section:

               "(a)  Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or  any  bylaw,  agreement, vote of stockholders or disinterested
directors  or  otherwise,  for  either  an action in his official capacity or an
action  in  another  capacity  while  holding  his  office,  except  that
indemnification, unless ordered by a court pursuant to or for the advancement of
expenses  made  pursuant to subsection 2, may not be made to or on behalf of any
director  or  officer  if  a  final  adjudication  establishes  that his acts or
omissions  involved  intentional misconduct, fraud or a knowing violation of the
law  and  was  material  to  the  cause  of  action.

               "(b)  Continues  for  a  person  who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators  of  such  a  person.

     "C.  NRS  78.752.  Insurance  and  other  financial  arrangements  against
          -----------
liability  of  directors,  officers,  employees  and  agents.

          "1.     A  corporation  may  purchase  and  maintain insurance or make
other  financial  arrangements on behalf of any person who is or was a director,
officer,  employee  or  agent  of  the  corporation, or is or was serving at the
request  of the corporation as a director, officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust  or  other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as  such,  whether  or  not  the  corporation has the authority to indemnify him
against  such  liability  and  expenses.

          "2.     The  other  financial  arrangements  made  by  the corporation
pursuant to subsection 1 may include the following:

               "(a)  The  creation  of  a  trust  fund.

               "(b)  The  establishment  of  a  program  of  self-insurance.


                                        4

               "(c)  The  securing  of  its  obligation  of  indemnification  by
granting  a  security  interest  or other lien on any assets of the corporation.

               "(d) The establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to this subsection may provide protection
for  a person adjudged by a court of competent jurisdiction, after exhaustion of
all  appeals  therefrom,  to  be  liable  for intentional misconduct, fraud or a
knowing  violation of law, except with respect to the advancement of expenses or
indemnification  ordered  by  a  court.

          "3.      Any  insurance  or other financial arrangement made on behalf
of  a  person pursuant to this section may be provided by the corporation or any
other  person  approved  by  the  board of directors, even if all or part of the
other person's stock or other securities is owned by the corporation.

          "4.     In  the  absence  of  fraud:

               "(a)  The  decision of the board of directors as to the propriety
of the terms and conditions of any insurance or other financial arrangement made
pursuant  to  this section and the choice of the person to provide the insurance
or  other  financial  arrangement  is  conclusive;  and

               "(b)  The  insurance  or  other  financial  arrangement:

                    "1.  Is  not  void  or  voidable;  and

                    "2.  Does  not subject any director approving it to personal
liability  for  his  action, even if a director approving the insurance or other
financial  arrangement  is  a  beneficiary  of  the insurance or other financial
arrangement.

          "5.     A  corporation or its subsidiary which provides self-insurance
for itself or for another affiliated corporation pursuant to this section is not
subject  to  the  provisions  of  Title  57 of the Nevada Revised Statutes."

     The  Registrant,  with approval of the Registrant's Board of Directors, may
obtain  directors'  and  officers'  liability  insurance.

ITEM 7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The  Exhibits required by Item 601 of Regulation S-B, and an index thereto,
are  attached.

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:  (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;

               (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.


                                        5

               (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)  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)  To  deliver or cause to be delivered with the prospectus, to each
person  to  whom  the  prospectus  is sent or given, the latest annual report to
security  holders  that  is  incorporated  by  reference  in  the prospectus and
furnished  pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and,  where  interim financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth  in the prospectus, to deliver, or cause to be delivered to each person to
whom  the  prospectus  is  sent  or  given,  the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial  information

          (d)  That insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
the  registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                   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 Vancouver, British Columbia, on October 15, 2003.

                                      LIVESTAR ENTERTAINMENT GROUP, INC.



                                      By  /s/ Raymond Hawkins
                                        ----------------------------------------
                                        Raymond Hawkins, Chief Executive Officer


                                        6

     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.

     Signature                        Title                        Date
     ---------                        -----                        ----


     /s/ Raymond Hawkins      Chief Executive Officer        October 15, 2003
  ------------------------         and Director
       Raymond Hawkins



      /s/Edwin Kwong       Chief Operating Officer, Chief    October 15, 2003
  ---------------------    Financial Officer and Director
       Edwin Kwong


                                        7

                                  EXHIBIT INDEX

         EXHIBIT  NO.               DESCRIPTION
         ------------               -----------

     4.1           Employee Stock Incentive Plan for the Year 2003 No. 2
     5             Opinion Re: Legality
     23.1          Consent of Accountants
     23.2          Consent of Counsel


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