United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 POS REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 000-28881 Oasis Entertainment's Fourth Movie Project, Inc. (Exact name of Registrant as specified in its charter) Nevada 88-0403762 (Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 24843 Del Prado, Suite 326 Dana Point, California 92629 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 488-0736 STOCK FOR SERVICES COMPENSATION PLAN (Full Title of Plan) Luke C. Zouvas attorney at law 34190 Sepulveda Avenue, Suite 200 Capistrano Beach CA 92624 phone (949) 487-7295 fax (949) 487-7285 (Agent for Service) Dated: September 24, 2002 CALCULATION OF REGISTRATION FEE (1) - -------------------------------------------------------------------------------- Title of | Amount to | Proposed | Proposed | Amount of | Securities | be Registered | Maximum | Maximum | Registration| To be | | Offering Price | Aggregate | Fee | Registered | | Per Unit | Offering Price | | - -------------------------------------------------------------------------------- N/A | N/A | N/A | N/A | N/A | - -------------------------------------------------------------------------------- (1) The securities of the Issuer are presently listed for trading on the OTCBB (Over-The-Counter Bulletin Board). There is presently no active or liquid market for the shares of this Issuer. The price is determined accordingly at the mutually acceptable price of $0.04 per share, rather than at the nominal par value of $0.001. (2) Together with an indeterminate number of additional shares of common stock which may be necessary to adjust the number of shares reserved for issuance pursuant to the plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding common stock pursuant to Rule 416(c) of the Securities Act of 1933. This amendment to the previously filed S-8 is made to include the Independent Auditors Consent Letter that was not included in the previous filing. The initial filing of the S-8 can be viewed at www.sec.gov in it's entirety. The independent auditors consent letter is included herein as Exhibit A. 1 - -------------------------------------------------------------------------------- EXHIBIT A Auditor Representation Letter of H J Associates & Consultants, LLP - -------------------------------------------------------------------------------- 2 HJ ASSOCIATES & CONSULTANTS CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS 50 South Main Street, Suite 1450 Salt Lake City, UT 84144 801-328-4408 fax 801-328-4461 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Oasis Entertainment's Fourth Movie Project, Inc. on Form S-8 of our report, dated January 3, 2002, appearing in the Annual Report on Form 10-KSB of Oasis Entertainment's Fourth Movie Project, Inc. for the year ended September 30, 2001. /s/HJ Associates & Consultants, LLP HJ Associates & Consultants, LLP Salt Lake City, Utah September 25, 2002 3 SIGNATURES The Registrant, pursuant to the requirements of the Securities Act of 1933, 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, on September 23, 2002. Oasis Entertainment's Fourth Movie Project, Inc. by /s/Luke C. Zouvas /s/Luke C. Zouvas Luke C. Zouvas Luke C. Zouvas Acting President/Director Acting Secretary/Director 4