UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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

EPIC MEDIA, INC.
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(Exact Name of Company as specified in its charter)

California 000-50579 33-0735929
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(State of Incorporation) (Commission File No.) (IRS Employer
ID Number)

9756 Charleville Blvd.
Beverly Hills, CA 90212
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(Address of principal executive offices)

CONSULTING AGREEMENT BETWEEN EPIC MEDIA, INC., AND
J. BENNETT GROCOCK
------------------
(Full title of the Agreement)

Nicolas A. Czuczko, CEO
EPIC Media, Inc.
9756 Charleville Blvd.
Beverly Hills, CA 90212
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(Name and address of agent for service)

Company's telephone number: (310) 922-7773

CALCULATION OF REGISTRATION FEE

- ----------------------- --------------------------- -------------------- -------------------- ------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Registered Offering Price Per Aggregate Offering Amount of Registration
to be Registered Share(2) Price(2) Fee
- ----------------------- --------------------------- -------------------- -------------------- ------------------------

Common Shares 200,000(1) $0.55 $110,000 $25
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(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover
such indeterminable number of shares of common stock as may become issuable with
respect to any of the registered shares pursuant to antidilution provisions in
the Plan.

(2) The proposed maximum offering price per share is estimated solely for
purpose of calculating the registration fee in accordance with Rule 457(F)(2).

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

Pursuant to the Note to Part I of Form S-8, the Plan Information
specified by Part I is not being filed with the Securities and Exchange
Commission as such information is either contained in the consulting agreement
or legal services agreement between the Registrant and each of the participants
or provided to each of the participants in accordance with Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). Such consulting
agreements, legal services agreements, additional information, and the
information incorporated by reference into this Registration Statement pursuant
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.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:

a. The Company's registration statement on Form 10SB12G filed on July
22, 2005, and all amendments thereto;

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

Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed supplement to this Registration Statement or in any document
that is subsequently incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

The Company is authorized to issue 100,000,000 Shares of Common Stock,
no-par value. There are 25,250,000 Shares of the Company's Common Stock issued
of which 22,750,000 are outstanding and 2,500,000 are held as Treasury Shares.
Of the 25,250,000 shares issued, 15,250,000 shares were offered and sold in
private transactions, exempt from registration with the United States Securities
and Exchange Commission. The remaining 10,000,000 shares were issued pursuant to
a Reg. A Offering registered under the Securities Act of 1933 and declared
effective (SEC File No. 24-3650-HQ). The Offering was also registered in the
States of California, New York, Massachusetts, Oregon and Illinois. The
commencement of the Offering took place on March 16, 1998.

The holders of the Company's Common Stock are entitled to one vote per
share in each matter to be voted on by the shareholders. Holders of the
Company's Common Stock are be entitled to receive ratably such dividends as may

be declared by the Board of Directors out of funds legally available for
distribution after all dividends payable or in arrears are paid to the preferred
shareholders. With respect to any proposed "going private" transaction, sale,
liquidation, or any other form of disposition of all or substantially all of the
Company's assets, holders of the Common Stock have the right to a ratable
portion of the assets remaining after payment of all indebtedness and payments
to shareholders of the Company's Preferred Stock. Stockholders of the Company
have no preemptive rights or other rights to subscribe for additional shares. No
shares of Common Stock have conversion rights or are subject to redemption.
There are no provisions in the by-laws that would delay, defer or prevent a
change in control of the Company.

The Company's bylaws permit cumulative voting. Every shareholder
entitled to vote shall be entitled to one vote for each share held, except for
the election of directors. In an election for directors, if a candidate's name
has been placed in nomination prior to the voting and one or more names has been
placed in nomination prior to the voting and one or more shareholders has given
notice at the meeting prior to the voting of the shareholder's intent to
cumulate the shareholder's votes, then every shareholder entitled to vote may
cumulate votes and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of shares which the shareholder
is entitled to vote, or distribute the vote on the same principle among as many
candidates as the shareholder chooses. The candidates receiving the highest
number of votes up to the number of directors to be elected shall be elected.
Upon demand of any shareholder made before the voting begins, the election of
directors shall be by ballot.

Transfer Agent, Registrar and Warrant Agent

The Company has appointed Fidelity Transfer Company, 1800 S. West
Temple., Ste 301, Salt Lake City, UT 84115, telephone: 801-484-7222, as transfer
agent and registrar for the Common Stock and Preferred Stock.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

J. Bennett Grocock, counsel to the Registrant for the purpose of this
Registration Statement, owns 200,000 common shares of the Registrant, covered by
this registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Pursuant to Article II of our Articles of Incorporation and Article VII
of our By-Laws, we may indemnify an officer or director who is made a party to
any proceeding, including a lawsuit, because of his position, if he acted in
good faith and in a manner he reasonably believed to be in our best interest. In
certain cases, we may advance expenses incurred in defending any such
proceeding. To the extent that the officer or director is successful on the
merits in any such proceeding as to which such person is to be indemnified, we
must indemnify him/her against all expenses incurred, including attorney's fees.

With respect to a derivative action, indemnity may be made only for
expenses actually and reasonably incurred in defending the proceeding, and if
the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of California.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors or officers pursuant to
the foregoing provisions, we are informed that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy, as
expressed in said Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit Number Description
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4 Consulting Agreement between EPIC Media, Inc., and J.
Bennett Grocock dated as of November 9, 2005.

5 Opinion of Counsel, The Business Law Group.

23.1 Consent of Moore & Associates, Chartered, Independent
Certified Public Accountants.

23.2 Consent of The Business Law Group (Included in
Exhibit 5).

ITEM 9. UNDERTAKINGS

1. The Registrant hereby undertakes:

(a) 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 formation set
forth in the 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;

(b) 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
bonafide offering thereof.

(c) 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.

2. The 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 Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Beverly Hills, State of California, on this 11th day
of November, 2005.

EPIC MEDIA, INC.

By: /s/ Nicholas A. Czuczko
-----------------------------------
Nicholas A. Czuczko, CEO

In accordance with the requirements of the Securities Act of 1933 as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ Nicholas A. Czuczko Director 11/11/05
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Nicholas A. Czuczko

/s/ James M. Hollman Director 11/11/05
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James M. Hollman

/s/ John Yeung Director 11/11/05
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John Yeung

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EPIC MEDIA, INC.
(Exact name of Issuer as specified in its charter)

EXHIBIT INDEX

Exhibit Number Description
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4 Consulting Agreement between EPIC Media, Inc., and J.
Bennett Grocock dated as of November 9, 2005.

5 Opinion of Counsel, The Business Law Group.

23.1 Consent of Moore & Associates, Chartered, Independent
Certified Public Accountants.

23.2 Consent of The Business Law Group (Included in
Exhibit 5).