Central Capital Venture Corp – ‘S-8’ on 11/25/96

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           12     38K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           

Document Table of Contents

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As filed with the Securities and Exchange Commission on November__,1996.        

                        Registration No. 33-__________________

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

FORM S-8                      
Registration Statement                      
Under                       
The Securities Act of 1933                    
--------------------------------------------------------------------            

DIGITAL TECHNOLOGIES MEDIA GROUP, INC.                    
(Exact name of registrant as specified in its charter)                      

Delaware                         87-0269260                               
------------------------     ---------------------------------                  
(State of Incorporation)     (IRS Employer Identification No.)                  

15840 Ventura Boulevard, Suite 310                      
Encino, California 91436                      
----------------------------------------                    
(Address of principal executive offices)                    

Compensation Plan/                        
Consulting Agreements                         
---------------------------------------                   

ARTHUR NEWBERGER                      
President                     
15840 Ventura Boulevard, Suite 310                    
Encino, California 91436                      
(818) 386-2323                    

(Name, address and telephone number of agent for service)                     
----------------------------------------                      

Copy to:                    

William B. Barnett, Esq.                      
Law Offices of William B. Barnett                     
15233 Ventura Boulevard, Suite 1110                   
Sherman Oaks, California 91403                    
(818) 789-2688                    

Total sequentially numbered pages in this document: __                          

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CALCULATION  OF  REGISTRATION  FEE            
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             Proposed       Proposed      Amount
Title of                     Maximum        Maximum         of                  
securities     Amount        Offering       Aggregate     Regis-                
to be          to be         Price Per      Offering      tration               
Registered     Registered(1) Share (2)      Price (2)       Fee                 
--------------------------------------------------------------------            
Common Stock,                                                                   
$.Ol                                                                            
par value      1,080,000       $.40          $432,000     $149.00               
--------------------------------------------------------------------            

(1)  Represents  1,080,000  shares of  common  stock  to  be  issued            
pursuant to the consulting  agreements and compensation plan of       
Registrant and includes re-offers of such shares.                     

(2)  Estimated for the sole purpose of  calculating the registration            
fee in accordance with Rule 457(h)  under the Securities Act of       
1933, as amended.                                                     

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Explanatory Note                
----------------                

This  Registration   Statement  on  Form  S-8  relates  to the          
registration  of 1,080,000 shares of the Company's Common Stock to              
be issued from time to time to officers, consultants  and advisors              
for the Company.  None  of  the  shares  will  be  issued  to  any              
consultants  and/or advisors who  are  broker/dealers,  investment              
bankers or financial public relations firms or who are associated,              
either  directly  or indirectly, in  any  transactions relating to              
capital raising.                                                                

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PART II               

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                

Item 3.   Incorporation of Documents by Reference                               

Incorporation by reference in this registration statement are         
the following documents and information previously filed with  the              
Securities and Exchange Commission (the "Commission"):                          

1.   Digital Technologies Media Group, Inc.'s (the "Company") Form              
8-K  and Form 8-KA  filed  August 16, 1996  and   October 17, 1996,             
respectively, and  Form 10-QSB  for the quarter ended September 30,             
1996  filed  pursuant to  Section 13  or 15(d)  of  the  Securities             
Exchange Act of 1934 (File No. 0-9311).                                         

3.   All documents filed by the Company  pursuant to Section 13(a),             
13(c), 14 or 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             
herein  and  to be a part hereof  from  the  date of filing of such             
documents.   Any  statement contained in a document incorporated or             
deemed to be 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 other             
subsequently filed document which also is incorporated or deemed to             
be incorporated  by  reference  herein  modifies or supersedes such             
statement.  Any  such statement so modified or superseded shall not             
be  deemed  to constitute a  part  of  this registration  statement             
except as so modified or replaced.                                              

Item 4.    Description of Securities.                                           

The Company's authorized capital stock consists of 250,000,000        
shares of  Common Stock  with  $.01  par value of  which  5,401,127             
shares  were issued  and outstanding  as of September 30, 1996, and             
100,000,000  shares  of  Preferred Stock, $.01. par value, of which             
none were issued and outstanding as of September 30, 1996.                      

Item 5.    Interests of Named Experts and Counsel.                              

The legality of the  shares  of  common  stock  to  be  issued        
pursuant to  this  registration  will  be passed  upon  by  the Law             
Offices of  William B. Barnett,  Sherman 0aks, California.  A total             
of approximately 90,000 shares of common stock (less than .001%) of             
the  total issued  and outstanding  shares  of  common  stock)  are             
beneficially  owned by William B. Barnett, a principal of the firm.             
Of  such  90,000 shares,  75,000  shares are included in the shares             
being  registered hereby.    In addition,  Mr. Barnett  may receive             
additional shares under the registration statement.                             

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Item 6.   Indemnification of Directors and Officers.                            

Section 145 of the General  Corporation  Law  of the  State  of         
Delaware permits a  corporation to 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 (other than 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 in connection             
with such action, suit or  proceeding if he acted in good faith and             
in a manner 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.                                                       

A  corporation  also  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   attorneys'  fees)   actually  and             
reasonably  incurred  by  him in  connection  with the  defense  or             
settlement of such action or suit if acted in good faith  and  in a             
manner he reasonably  believed to be in or not  opposed to the best             
interests of the corporation.  However, in  such an action by or on             
behalf of a corporation, no indemnification  may be made in respect             
of any claim, issue or  matter as to  which the person is  adjudged             
liable  to  the corporation  unless and only to the extent that the             
court determines that, despite the adjudication of liability but in             
view of all the  circumstances, the person is fairly and reasonably             
entitled to indemnity  for such expenses which the court shall deem             
proper.                                                                         

In addition, the indemnification provided by Section 145 shall        
not be deemed  exclusive of any other rights to which those seeking             
indemnification may be entitled under any bylaw, agreement, vote of             
shareholders  or  disinterested  directors or otherwise, both as to             
action in  his official  capacity  and  as  to  action  in  another             
capacity while holding such office.                                             

Article  Tenth of  the  Company's Certificate of Incorporation        
provides that a director of the corporation shall not be personally             
liable to the corporation or its  stockholders for monetary damages             
for breach of fiduciary  duty  as a  director, except for liability             

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(i)  for  any  breach  of  the  director's  duty of loyalty to  the             
corporation or its stockholders, (ii)  for acts or omissions not in             
good  faith or  which involve  intentional  misconduct or a knowing             
violation of law, (iii) under section 174  of  the Delaware General             
Corporation  Law,  or  (iv)  for  any  transaction from  which  the             
director derived any  improper  personal  benefit.  If the Delaware             
General Corporation Law is hereafter amended to authorize corporate             
action  further  eliminating  or limiting the personal liability of             
directors,  then  the liability  of  a  director of the corporation             
shall  be  eliminated or limited to the fullest extent permitted by             
the Delaware General Corporation Law, as so amended.                            

Item 7.   Exemption from Registration Claimed.                                  

Not applicable.                                                         

Item 8(a)  Exhibits.                                                            

Exhibit                                                     
No.                             Description             
-------                           -----------               
5.1                Opinion of Law Offices of William B. 
          Barnett, counsel to Company.

24.1                Consent of Law Offices of William B.  
                  Barnett is contained in Exhibit 5.1.

24.2                Consent of Jay J. Shapiro, C.P.A.     

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  to  include  (i)  any  prospectus  required  by  Section             
10(a)(3) of the  Securities Act, and to include (ii) any additional             
or changed  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 paragraph(1) does not apply if
the  registration  statement is  on  Form  S-3 or Form S-8, and the             
information  required  to be included in a post-effective amendment             
by  that paragraph is contained in periodic reports  filed  by  the             
Company pursuant to Section 13 or section 15(d) of the Exchange Act             
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             

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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;  and                                                     

(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 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 therein and the offering of  such securities at             
that time  shall  be deemed to be  the initial  bond 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  any  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.                                                     

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SIGNATURES                

Pursuant to the  requirements of the  Securities  Act of 1933,  the             
Registrant certifies that it has  reasonable ground to believe that             
it meets all  of  the  requirements  for filing on Form S-8 and has             
duly caused this Registration Statement on Farm S-8 to be signed on             
its  behalf  by the undersigned, thereunto  duly authorized, in the             
City of Encino, California on November 20, 1996.                                

        DIGITAL TECHNOLOGIES MEDIA GROUP, INC.

BY: /s/ Arthur Newberger    
             -------------------------------------
Arthur Newberger        
President               

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

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

/s/ Arthur Newberger         President          November 22, 1996               
------------------------                                                        

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EXHIBIT INDEX                 

Exhibit                                                                         
No.         Description                                                     
---------     -----------                                                       

5.1           Opinion of Law Offices of William B.                              
Barnett, Counsel to Company.                        

24.1          Consent of Law Offices of William B.                              
Barnett is contained in Exhibit 5.1.                

24.2          Consent of Jay J. Shapiro, C.P.A.                                 

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Law Offices of                                                    
WILLIAM  B.  BARNETT           EXHIBIT 5.1                                
--------                                                      
                                       TRANSWORLD  BANK  PLAZA
       of counsel                       15233  VENTURA  BOULEVARD,  SUITE 1110
ELEANOR J.  MIGNON                        SHERMAN OAKS.  CALIFORNIA 91403 
                                       TELEPHONE (818)789-2888
                                       FAX (818)789-2680

                             November 20, 1996

Digital Technologies Media Group, Inc.                                    
15840 Ventura Boulevard, Suite 310                                        
Encino, California 91436                                                  

Re:  Registration Statement on Form S-8                                   

Gentlemen:                                                                

At  your request, we  have  examined  the form of the Registration        
Statement    on    Form     S-8     relating    to      Consulting        
Agreements/Compensation  Plan to be filed with  the Securities and        
Exchange   Commission   on  or   about  November  22,  1996   (the        
"Registration Statement"), in connection  with  the   registration        
under the  Securities Act of 1933, as amended, of One  Million and        
Eighty  Thousand shares of the Common Stock, $.001 par  value (the        
"Stock"), which  have been and/or may be  granted under consulting        
and/or advisor agreements with future  consultants and/or advisors        
for  services  rendered to  Digital Technologies Media Group, Inc.        
(the Company") not in  connection,  directly or indirectly, in any        
capital-raising transaction.                                              

In  rendering the following  opinion, we have examined and  relied        
only upon the documents and certificates of officers and directors        
of  the  Company  as  are specifically  described  below.  In  our        
examination,we have assumed the genuineness of all signatures, the        
authenticity, accuracy and completeness of the documents submitted        
to us as originals, and the conformity with the original documents        
of all  documents  submitted to us as copies.  Our examination was        
limited to the following documents and no others:                         

1. Restated Articles of Incorporation of the Company.           

2. By-Laws of the Company, as amended to date.                  

3. Resolutions  adopted  by  the  Board of Directors of  the    
Company authorizing the issuance of 634,500 shares of the 
Stock  and the issuance of 445,500 shares of the Stock in 
the  future  to  consultants and/or advisors for services 
rendered   in    non-capital   raising   activities   and 
transactions.                                             

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LAW  OFFICES OF                                                     
WILLIAM  B.  BARNETT                                                        
Digital Technologies Media Group, Inc.                                  
November 20, 1996                                                       
Page 2                                                                  
4.   The Form S-8 Registration statement.                     

We have  not  undertaken,  and  do  not  intend  to undertake,  any     
independent investigation  beyond such documents and records, or to     
verify the adequacy or accuracy of such documents and records.          

Based on the foregoing, it is our opinion  that Stock to be issued,     
subject  to   effectiveness  of   the  Registration  Statement  and     
compliance  with  applicable  blue sky  laws, when issued  upon the     
completion  of services  rendered to the  Company, will be duly and     
validly authorized, fully-paid and non-assessable.                      

We express no opinion as to compliance with the securities or "blue     
sky" laws of any state in which the Stock is proposed to be offered     
and sold or as to the effect, if any, which noncompliance with such     
laws might have on the validity of issuance of the Stock.               

We  hereby consent to the filing of  this opinion  as an exhibit to     
any  filing  made  with  the Securities and  Exchange Commission or     
under any state or other jurisdictions' securities act for purposes     
of  registering,  qualifying  or  establishing  eligibility  for an     
exemption  from  registration  or  qualification  of  the  Stock in     
connection   with  the  offering   described  in  the  Registration     
statement.  Other than as  provided in the preceding sentence, this     
opinion (i) is  addressed  solely  to  you;  (ii} may not be relied     
upon by any other party;  (iii) covers only matters of Delaware and     
Federal law,  and  nothing  in this pinion shall be deemed to apply     
any pinion related to the laws of any other jurisdiction;  (iv) may     
not be quoted  or reproduced  or delivered  by  you  to  any  other     
person;   and  (v)  may  not be relied  upon  for any other purpose     
whatsoever.  Nothing  herein  shall  be  deemed  to  relate  to  or     
constitute  an  opinion concerning any matters not specifically set     
forth above.                                                            

By giving you this opinion and consent, we do not admit that we are     
an expert with respect to any part of the Registration Statement or     
Prospectus  within  the  meaning of  the term  "expert" as used  in     
Section 11  of the Securities Act of 1933, as amended, or the Rules     
and  Regulations  of  the   Securities  and   Exchange   Commission     
promulgated thereunder.                                                 

The information set forth herein is as of the date of this  letter.     
We  disclaim  any undertaking to advise you of changes which may be     
brought  to   our  attention   after  the  effective  date  of  the     
Registration Statement.                                                 
Very truly yours,                 

LAW OFFICES OF WILLIAM B. BARNETT 

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     EXHIBIT  24.2

Consent of Independent Auditors                 

We  consent  to  the   incorporation   by   reference  in   the         
Registration   Statement   (Form  S-8) pertaining  to  the  Digital             
Technologies   Media  Group,  Inc.  Compensation    Plan/Consulting             
Agreements of our report dated  August 5,1996, with  respect to the             
consolidated  financial  statements  of  Digital Technologies Media             
Group, Inc. included in its Form 8-KA filed with the Securities and             
Exchange Commission on October 17, 1996.                                        

  /s/   Jay J. Shapiro
        --------------------------
    Jay J. Shapiro, C.P.A.
        a professional corporation

Los Angeles, California                                                         
November 20, 1996                                                               

12      

Dates Referenced Herein   and   Documents Incorporated by Reference

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		11/20/96		8		12
		10/17/96		4		12			8-K/A
		9/30/96		4					10QSB
		8/16/96		4					8-K
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