<PAGE>

    As filed with the Securities and Exchange Commission on April 25, 1997

                                                 REGISTRATION NO. 333-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             --------------------

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             --------------------

                    EASTBROKERS INTERNATIONAL INCORPORATED
            (Exact name of registrant as specified in its charter)

                             --------------------

             DELAWARE                                  52-1807562
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization) 


       15245 SHADY GROVE ROAD,                            20850
              SUITE 340                                 (Zip Code)
         ROCKVILLE, MARYLAND
(Address of principal executive offices)

                            1996 STOCK OPTION PLAN
                           (Full title of the plan)

                             --------------------

                             MARTIN A. SUMICHRAST
                          VICE CHAIRMAN AND SECRETARY
                    EASTBROKERS INTERNATIONAL INCORPORATED
                       15245 SHADY GROVE ROAD, SUITE 340
                           ROCKVILLE, MARYLAND 20850
                    (Name and address of agent for service)

                                (301) 527-1110
         (Telephone number, including area code, of agent for service)

                             --------------------

                                   COPY TO:

                           FREDERICK W. LONDON, ESQ.
                                GOULD & WILKIE
                           ONE CHASE MANHATTAN PLAZA
                         NEW YORK, NEW YORK 10005-1401
                                (212) 344-5680

                             --------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
                                Amount to      Proposed maximum     Proposed maximum   
Title of securities to be     be registered   offering price per   aggregate offering        Amount of
       registered                                  unit(1)              price(1)         registration fee
---------------------------------------------------------------------------------------------------------------
<S>                             <C>                <C>                <C>                     <C>    
Common Stock, $.05                                                                     
  par value                     400,000(2)         $5.875             $2,350,000              $712.12
===============================================================================================================
</TABLE>

(1)   Estimated, in accordance with Rule 457(c) and (h) under the Securities
      Act of 1933, solely for the purpose of calculating the registration fee,
      based on the closing bid and asked prices of the Common Stock of
      Registrant on April 23, 1997.

(2)   Pursuant to Rule 416 under the Securities Act of 1933, there are also
      registered hereunder such additional Common Shares as may become
      issuable under the 1996 Stock Option Plan through the operation of
      applicable anti-dilution provisions.

===============================================================================


<PAGE>



                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     The document(s) containing the information concerning the 1996 Stock
Option Plan (the "Plan") of Eastbrokers International Incorporated (the
"Registrant") specified in Part I of the instructions to Registration
Statement on Form S-8 have been or will be sent or given to the participants
in the Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933
(the "Securities Act"). In accordance with the Note to Part I of the
instructions to Registration Statement on Form S-8, such documents are not
filed with the Securities and Exchange Commission either as part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.


<PAGE>



                                    PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents of Eastbrokers International Incorporated (the
"Registrant") which have been filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 ("Exchange Act")
(File No. 0-26202) are incorporated by reference into the Registration
Statement.

         (a) the Annual Report on Form 10-KSB dated June 28, 1996, as amended
     by Form 10- KSB/A No. 1 dated August 27, 1996 (the Annual Report on Form
     10-KSB as amended is hereinafter referred to as the "1996 10-KSB"). The
     1996 10-KSB includes audited financial statements for the three month
     period ended March 31, 1996 and the related management's discussion and
     analysis of financial condition and results of operations.

         (b) Quarterly Reports on Form 10-QSB dated August 14, 1996, November
     14, 1996 and February 13, 1997 which include unaudited financial
     statements for the three month period ended June 30, 1996, the six month
     period ended September 30, 1996, and the nine month period ended December
     31, 1996, respectively.

         (c) Current Reports on Form 8-K dated (i) April 22, 1996, as amended
     by Form 8-K/A No. 1 filed on May 16, 1996, (ii) May 13, 1996 and (iii)
     August 1, 1996.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof shall be deemed
to be incorporated by reference and a part of this Registration Statement from
the date of filing of such documents.

     Also incorporated by reference into the Registration Statement is the
description of the Registrant's Common Stock contained in its Registration
Statement on Form S-1 No. 33-89544, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.



                                     II-1

<PAGE>



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference is made to Section 145 of the General Corporation Law of
the State of Delaware, under the law of which the Registrant is incorporated,
which provides for indemnification of directors and officers under certain
circumstances. Provisions for indemnification of directors and officers of the
Registrant are also contained in the Registrant's Certificate of
Incorporation, as amended, and its By-Laws. The Registrant also maintains
directors and officers liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


         
                                     II-2

<PAGE>

ITEM 8.  EXHIBITS.

Exhibit No.*                        Description
------------                        -----------
   4.1   --   Certificate of Incorporation, as amended, incorporated by  
              reference to Registrant's Form 10-QSB for the nine month
              period ended December 31, 1996.
              
   4.2   --   By-Laws of the Registrant, incorporated by reference to
              Registrant's Form 10-QSB for the three month period ended
              March 31, 1995.
              
   4.3   --   Amendment to By-Laws of the Registrant, incorporated by
              reference to Registrant's Form 10-QSB for the three month
              period ended June 30, 1996.
              
   5.0   --   Opinion of Gould & Wilkie as to the legality of the
              securities being registered.
              
  23.1   --   Consent of Gould & Wilkie (contained in Exhibit 5.0).
              
  23.2   --   Consent of Pannell Kerr Forster, P.C.
              
            
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:

               (i) To include any prospectus required by section 10(a)(3) of
          the Securities Act;

               (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 information set
          forth in the registration statement;

               (iii) To include any material information with respect to the
          plan of

--------
* Exhibit No. as designated by Item 601 of Regulation S-K.



                                     II-3

<PAGE>

          distribution not previously disclosed in the registration statement
          or any material change to such information in the registration
          statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant 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 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.

         (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, 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 into 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 bone fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referred to under Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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
Securities Act and will be governed by the final adjudication of such issue.



                                     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 Rockville, Maryland, on April 23, 1997.


                                       EASTBROKERS INTERNATIONAL INCORPORATED

                                       By: /s/ PETER SCHMID
                                          -------------------------------
                                           Peter Schmid
                                           Chairman of the Board,
                                           President, Chief Executive
                                           Officer and Director



     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/ PETER SCHMID                Chairman of the Board,          April 23, 1997
-----------------------------   Chief Executive Officer,
  Peter Schmid                  President and Director  
                                (Principal Executive    
                                Officer)                


/s/ KEVIN D. MCNEIL             Vice President and              April 23, 1997
-----------------------------   Treasurer                    
  Kevin D. McNeil               (Principal Financial Officer 
                                and Principal Accounting     
                                Officer)                     
          

/s/ MARTIN A. SUMICHRAST        Vice Chairman of the Board,     April 23, 1997
-----------------------------   Secretary and Director
  Martin A. Sumichrast          


/s/ MICHAEL SUMICHRAST, Ph.D.   Director                        April 23, 1997
-----------------------------
  Michael Sumichrast, Ph.D.

                             


                                     II-5

<PAGE>



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

                                Director
-----------------------------   
  Petr Bednarik, Ing.


/s/ RANDALL F. GREENE           Director                        April 23, 1997
-----------------------------
  Randall F. Greene


/s/ WOLFGANG KOSSNER            Director                        April 23, 1997
-----------------------------
  Wolfgang Kossner


                                     II-6

<PAGE>


                                 EXHIBIT INDEX


Exhibit No.                         Description
-----------                         -----------
     4.1    --    Certificate of Incorporation, as amended, incorporated by
                  reference to Registrant's Form 10-QSB for the nine month
                  period ended December 31, 1996.
            
     4.2    --    By-Laws of the Registrant, incorporated by reference to
                  Registrant's Form 10-QSB for the three month period ended
                  March 31, 1995.
            
     4.3    --    Amendment to By-Laws of the Registrant, incorporated by
                  reference to Registrant's Form 10-QSB for the three month
                  period ended June 30, 1996.
            
     5.0    --    Opinion of Gould & Wilkie as to the legality of the
                  securities being registered.
            
    23.1    --    Consent of Gould & Wilkie (contained in Exhibit 5.0).
            
    23.2    --    Consent of Pannell Kerr Forster, P.C.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 16236}]
{"company-data": {"conformed-name": "EASTBROKERS INTERNATIONAL INC", "cik": "0000899627", "assigned-sic": "6799", "irs-number": "521807562", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25887", "film-number": "97587810"}, "business-address": {"street1": "15245 SHADY GROVE RD", "street2": "STE 340", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3015271110"}, "mail-address": {"street1": "15245 SHADY GROVE ROAD, SUITE 340", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}, "former-company": [{"former-conformed-name": "CZECH INDUSTRIES INC /DE/", "date-changed": "19950308"}, {"former-conformed-name": "CZECH FUND", "date-changed": "19930329"}]}
As filed with the Securities and Exchange Commission on April 25, 1997

                                                 REGISTRATION NO. 333-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             --------------------

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             --------------------

                    EASTBROKERS INTERNATIONAL INCORPORATED
            (Exact name of registrant as specified in its charter)

                             --------------------

             DELAWARE                                  52-1807562
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization) 

       15245 SHADY GROVE ROAD,                            20850
              SUITE 340                                 (Zip Code)
         ROCKVILLE, MARYLAND
(Address of principal executive offices)

                            1996 STOCK OPTION PLAN
                           (Full title of the plan)

                             --------------------

                             MARTIN A. SUMICHRAST
                          VICE CHAIRMAN AND SECRETARY
                    EASTBROKERS INTERNATIONAL INCORPORATED
                       15245 SHADY GROVE ROAD, SUITE 340
                           ROCKVILLE, MARYLAND 20850
                    (Name and address of agent for service)

                                (301) 527-1110
         (Telephone number, including area code, of agent for service)

                             --------------------

                                   COPY TO:

                           FREDERICK W. LONDON, ESQ.
                                GOULD & WILKIE
                           ONE CHASE MANHATTAN PLAZA
                         NEW YORK, NEW YORK 10005-1401
                                (212) 344-5680

                             --------------------

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                Amount to      Proposed maximum     Proposed maximum   
Title of securities to be     be registered   offering price per   aggregate offering        Amount of
       registered                                  unit(1)              price(1)         registration fee
---------------------------------------------------------------------------------------------------------------
Common Stock, $.05                                                                     
  par value                     400,000(2)         $5.875             $2,350,000              $712.12
===============================================================================================================
(1)   Estimated, in accordance with Rule 457(c) and (h) under the Securities
      Act of 1933, solely for the purpose of calculating the registration fee,
      based on the closing bid and asked prices of the Common Stock of
      Registrant on April 23, 1997.

(2)   Pursuant to Rule 416 under the Securities Act of 1933, there are also
      registered hereunder such additional Common Shares as may become
      issuable under the 1996 Stock Option Plan through the operation of
      applicable anti-dilution provisions.

===============================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information concerning the 1996 Stock
Option Plan (the "Plan") of Eastbrokers International Incorporated (the
"Registrant") specified in Part I of the instructions to Registration
Statement on Form S-8 have been or will be sent or given to the participants
in the Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933
(the "Securities Act"). In accordance with the Note to Part I of the
instructions to Registration Statement on Form S-8, such documents are not
filed with the Securities and Exchange Commission either as part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, 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 of Eastbrokers International Incorporated (the
"Registrant") which have been filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 ("Exchange Act")
(File No. 0-26202) are incorporated by reference into the Registration
Statement.

         (a) the Annual Report on Form 10-KSB dated June 28, 1996, as amended
     by Form 10- KSB/A No. 1 dated August 27, 1996 (the Annual Report on Form
     10-KSB as amended is hereinafter referred to as the "1996 10-KSB"). The
     1996 10-KSB includes audited financial statements for the three month
     period ended March 31, 1996 and the related management's discussion and
     analysis of financial condition and results of operations.

         (b) Quarterly Reports on Form 10-QSB dated August 14, 1996, November
     14, 1996 and February 13, 1997 which include unaudited financial
     statements for the three month period ended June 30, 1996, the six month
     period ended September 30, 1996, and the nine month period ended December
     31, 1996, respectively.

         (c) Current Reports on Form 8-K dated (i) April 22, 1996, as amended
     by Form 8-K/A No. 1 filed on May 16, 1996, (ii) May 13, 1996 and (iii)
     August 1, 1996.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof shall be deemed
to be incorporated by reference and a part of this Registration Statement from
the date of filing of such documents.

     Also incorporated by reference into the Registration Statement is the
description of the Registrant's Common Stock contained in its Registration
Statement on Form S-1 No. 33-89544, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                     II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference is made to Section 145 of the General Corporation Law of
the State of Delaware, under the law of which the Registrant is incorporated,
which provides for indemnification of directors and officers under certain
circumstances. Provisions for indemnification of directors and officers of the
Registrant are also contained in the Registrant's Certificate of
Incorporation, as amended, and its By-Laws. The Registrant also maintains
directors and officers liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         
                                     II-2
ITEM 8.  EXHIBITS.

Exhibit No.*                        Description
------------                        -----------
   4.1   --   Certificate of Incorporation, as amended, incorporated by  
              reference to Registrant's Form 10-QSB for the nine month
              period ended December 31, 1996.
              
   4.2   --   By-Laws of the Registrant, incorporated by reference to
              Registrant's Form 10-QSB for the three month period ended
              March 31, 1995.
              
   4.3   --   Amendment to By-Laws of the Registrant, incorporated by
              reference to Registrant's Form 10-QSB for the three month
              period ended June 30, 1996.
              
   5.0   --   Opinion of Gould & Wilkie as to the legality of the
              securities being registered.
              
  23.1   --   Consent of Gould & Wilkie (contained in Exhibit 5.0).
              
  23.2   --   Consent of Pannell Kerr Forster, P.C.
              
            
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:

               (i) To include any prospectus required by section 10(a)(3) of
          the Securities Act;

               (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 information set
          forth in the registration statement;

               (iii) To include any material information with respect to the
          plan of

--------
* Exhibit No. as designated by Item 601 of Regulation S-K.

                                     II-3
distribution not previously disclosed in the registration statement
          or any material change to such information in the registration
          statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant 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 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.

         (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, 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 into 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 bone fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referred to under Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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
Securities Act and will be governed by the final adjudication of such issue.

                                     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 Rockville, Maryland, on April 23, 1997.

                                       EASTBROKERS INTERNATIONAL INCORPORATED

                                       By: /s/ PETER SCHMID
                                          -------------------------------
                                           Peter Schmid
                                           Chairman of the Board,
                                           President, Chief Executive
                                           Officer and Director

     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/ PETER SCHMID                Chairman of the Board,          April 23, 1997
-----------------------------   Chief Executive Officer,
  Peter Schmid                  President and Director  
                                (Principal Executive    
                                Officer)                

/s/ KEVIN D. MCNEIL             Vice President and              April 23, 1997
-----------------------------   Treasurer                    
  Kevin D. McNeil               (Principal Financial Officer 
                                and Principal Accounting     
                                Officer)                     
          

/s/ MARTIN A. SUMICHRAST        Vice Chairman of the Board,     April 23, 1997
-----------------------------   Secretary and Director
  Martin A. Sumichrast          

/s/ MICHAEL SUMICHRAST, Ph.D.   Director                        April 23, 1997
-----------------------------
  Michael Sumichrast, Ph.D.

                             

                                     II-5
Signature                           Title                       Date
    ---------                           -----                       ----

                                Director
-----------------------------   
  Petr Bednarik, Ing.

/s/ RANDALL F. GREENE           Director                        April 23, 1997
-----------------------------
  Randall F. Greene

/s/ WOLFGANG KOSSNER            Director                        April 23, 1997
-----------------------------
  Wolfgang Kossner

                                     II-6
EXHIBIT INDEX

Exhibit No.                         Description
-----------                         -----------
     4.1    --    Certificate of Incorporation, as amended, incorporated by
                  reference to Registrant's Form 10-QSB for the nine month
                  period ended December 31, 1996.
            
     4.2    --    By-Laws of the Registrant, incorporated by reference to
                  Registrant's Form 10-QSB for the three month period ended
                  March 31, 1995.
            
     4.3    --    Amendment to By-Laws of the Registrant, incorporated by
                  reference to Registrant's Form 10-QSB for the three month
                  period ended June 30, 1996.
            
     5.0    --    Opinion of Gould & Wilkie as to the legality of the
                  securities being registered.
            
    23.1    --    Consent of Gould & Wilkie (contained in Exhibit 5.0).
            
    23.2    --    Consent of Pannell Kerr Forster, P.C.