<PAGE>   1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1996
                                                            REGISTRATION NO. _
------------------------------------------------------------------------------


                      SECURITIES AND EXCHANGE COMMISSION
                           ------------------------


                                   Form S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933
                           ------------------------


                                  BAOA, INC.
            (Exact Name of Registrant as Specified in Its Charter)

California                           7389                           33-0563989
(State or Other Jurisdiction of (Primary Standard Industrial     (IRS: Employer
Incorporation or Organization)   Classification Code Number) Identification No.)

                          2635 Camino del Rio South
                                  Suite 210
                         San Diego, California 92108
                   (Address of Principal Executive Offices)

                            1996 STOCK AWARD PLAN
                           (Full Title of the Plan)

                               Peter van Brunt
                                  President
                          2635 Camino del Rio South
                                  Suite 210
                         San Diego, California 92108
                                 (800) 269-1322
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                                  Copies to:
                              Gary Wykidal, Esq.
                         245 Fisher Avenue, Suite 1-A
                         Costa Mesa, California 92626
                                (714) 751-8505
                           Telecopy: (714) 751-5428

      If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. (X)



<TABLE>
<CAPTION>

Title of Securities   Amount to be         Proposed Maximum  Proposed Maximum     Amount of
to be Registered      Registered           Offering Price    Aggregate Offering   Registration Fee
                                           per Share(1)      Price(1)
<S>                   <C>                     <C>            <C>              <C>
Common Stock, $.001   3,000,000 Shares        $0.10          $300,000                $90.91
-------------------   ----------------        -----          --------                ------
                                                                              Total  $90.91
                                                                                     ======
</TABLE>

(I) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(h).
<PAGE>   2
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing information specified in this Part I are being
separately provided to the participants covered by the Plan, as specified by
Rule 428(b) (1).
<PAGE>   3
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3.  Incorporation of Documents by Reference.

      The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

      (a)   The Registrant's latest Annual Report on Form 10-SB.

      (b) All other reports filed by Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
above-referenced Annual Report.

      Item 4.     Description of Securities.

                  Not applicable.

      Item 5.     Interest of Named Experts and Counsel.

                  Not applicable.

      Item 6.     Indemnification of Directors and Officers.

                  See Item 3(c) above.

      Item 7.     Exemption From Registration Claimed.

                  Not applicable.
<PAGE>   4
      Item 8.     Exhibits.

                  Exhibit Numbers

                   5.   Opinion of Gary Wykidal, Esq.

                  10.   1996 Stock Award Plan.

                  23.1  Consent of Gary Wykidal, Esq. (Included in Exhibit 5).

                  23.2  Consent of Independent Certified Public Accountants.

      Item 9.     Undertakings.

                  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 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.

                  (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.

                  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
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 at that time shall therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                  Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions referenced
in Item 6 of this Registration Statement 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 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 hereunder, 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

<PAGE>   5
indemnification by it is against public policy as expressed in the Securities
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 San Diego, California, on this 16th day of December, 1996.


                                    BAOA, INC.



                                    By  /s/ PETER VAN BRUNT
                                        -----------------------------
                                        Peter van Brunt, President

<PAGE>   6
                  POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

      Each person whose signature appears below constitutes and appoints Peter
van Brunt, his true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue thereof.

      Further, 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 VAN BRUNT
----------------------     Chairman of the Board        December 16, 1996
Peter van Brunt               and President



/s/ STEVEN R. WRIGHT
----------------------     Chief  Financial Officer     December 16, 1996
Steven R. Wright
<PAGE>   7
                                 EXHIBIT INDEX


Exhibit
Number
------

5     Opinion of Gary Wykidal, Esq.
10.   Stock Award Plan
23.1  Consent of Gary Wykidal, Esq. (included in Exhibit 5)
23.2  Consent of Independent Certified Public Accountants.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10757}]
{"company-data": {"conformed-name": "BAOA INC", "cik": "0000923771", "assigned-sic": "3944", "irs-number": "330563989", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18697", "film-number": "96685489"}, "business-address": {"street1": "1011 CAMINO DEL RIO S", "street2": "STE 520", "city": "SAN DIEGO", "state": "CA", "zip": "92108", "phone": "6196868660"}, "mail-address": {"street1": "1011 CAMINO DEL RIO S", "street2": "STE 520", "city": "SAN DIEGO", "state": "CA", "zip": "92108"}}
1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1996
                                                            REGISTRATION NO. _
------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                           ------------------------

                                   Form S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933
                           ------------------------

                                  BAOA, INC.
            (Exact Name of Registrant as Specified in Its Charter)

California                           7389                           33-0563989
(State or Other Jurisdiction of (Primary Standard Industrial     (IRS: Employer
Incorporation or Organization)   Classification Code Number) Identification No.)

                          2635 Camino del Rio South
                                  Suite 210
                         San Diego, California 92108
                   (Address of Principal Executive Offices)

                            1996 STOCK AWARD PLAN
                           (Full Title of the Plan)

                               Peter van Brunt
                                  President
                          2635 Camino del Rio South
                                  Suite 210
                         San Diego, California 92108
                                 (800) 269-1322
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                                  Copies to:
                              Gary Wykidal, Esq.
                         245 Fisher Avenue, Suite 1-A
                         Costa Mesa, California 92626
                                (714) 751-8505
                           Telecopy: (714) 751-5428

      If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. (X)
Title of Securities   Amount to be         Proposed Maximum  Proposed Maximum     Amount of
to be Registered      Registered           Offering Price    Aggregate Offering   Registration Fee
                                           per Share(1)      Price(1)
Common Stock, $.001   3,000,000 Shares        $0.10          $300,000                $90.91
-------------------   ----------------        -----          --------                ------
                                                                              Total  $90.91
                                                                                     ======
(I) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(h).
2
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing information specified in this Part I are being
separately provided to the participants covered by the Plan, as specified by
Rule 428(b) (1).
3
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3.  Incorporation of Documents by Reference.

      The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

      (a)   The Registrant's latest Annual Report on Form 10-SB.

      (b) All other reports filed by Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
above-referenced Annual Report.

      Item 4.     Description of Securities.

                  Not applicable.

      Item 5.     Interest of Named Experts and Counsel.

                  Not applicable.

      Item 6.     Indemnification of Directors and Officers.

                  See Item 3(c) above.

      Item 7.     Exemption From Registration Claimed.

                  Not applicable.
4
      Item 8.     Exhibits.

                  Exhibit Numbers

                   5.   Opinion of Gary Wykidal, Esq.

                  10.   1996 Stock Award Plan.

                  23.1  Consent of Gary Wykidal, Esq. (Included in Exhibit 5).

                  23.2  Consent of Independent Certified Public Accountants.

      Item 9.     Undertakings.

                  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 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.

                  (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.

                  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
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 at that time shall therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                  Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions referenced
in Item 6 of this Registration Statement 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 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 hereunder, 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
5
indemnification by it is against public policy as expressed in the Securities
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 San Diego, California, on this 16th day of December, 1996.

                                    BAOA, INC.

                                    By  /s/ PETER VAN BRUNT
                                        -----------------------------
                                        Peter van Brunt, President
6
                  POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

      Each person whose signature appears below constitutes and appoints Peter
van Brunt, his true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue thereof.

      Further, 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 VAN BRUNT
----------------------     Chairman of the Board        December 16, 1996
Peter van Brunt               and President

/s/ STEVEN R. WRIGHT
----------------------     Chief  Financial Officer     December 16, 1996
Steven R. Wright
7
                                 EXHIBIT INDEX

Exhibit
Number
------

5     Opinion of Gary Wykidal, Esq.
10.   Stock Award Plan
23.1  Consent of Gary Wykidal, Esq. (included in Exhibit 5)
23.2  Consent of Independent Certified Public Accountants.