As filed with the Securities and Exchange Commission on August 6, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                             PROFORMIX SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                                75-2228828
(State or other jurisdiction      (Primary Standard            (I.R.S. Employer 
    of incorporation or        Industrial Classification     Identification No.)
       organization)                 Code Number)

                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400
                  (Address and Telephone Number of Registrant's
                     Principal Executive Office)(Zip Code)

                       Consulting Agreement by and between
                    Seymour Kroll and Proformix Systems, Inc.
                        (110,000 Shares of Common Stock)

                       Consulting Agreement by and between
                      Carl Henn and Proformix Systems, Inc.
                         (30,000 Shares of Common Stock)

                      Consulting Agreement by and between
                Anthony W. Schweiger and Proformix Systems, Inc.
                        (210,000 Shares of Common Stock)

                      Employment Agreement by and between
                 Michael G. Martin and Proformix Systems, Inc.
                        (60,000 Shares of Common Stock)

                            (full title of the plans)

                             Donald R. Yu, President
                               702 Marshall Street
                            Redwood, California 94063
                                 (510) 653-0883
  (Name, Address & Telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:

                            Michael H. Freedman, Esq.
                   Silverman, Collura, Chernis & Balzano, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600

<PAGE>

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                Proposed        Proposed                
Title of          Amount        maximum         maximum             Amount of
securities to     to be         offering price  aggregate           registration
be registered     registered    per share (1)   offering price (1)  fee
--------------------------------------------------------------------------------

Common Stock(1)   410,000       $.0625          $25,625.00          $7.77

----------
(1)  Calculated in accordance with 457(c) using the average of the bid and asked
     price for the Common Stock on July 7, 1997.

(2)  Includes 10,000 Shares of Common Stock underlying a stock option.


                                       2
<PAGE>

          PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing  information specified in Part 1 (plan information
and  registrant  information)  will be  sent  or  given  to the  consultants  as
specified  by  Rule  428(b)(1).  Such  documents  need  not be  filed  with  the
Securities and Exchange Commission either as part of this registration statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  registration
statement pursuant to Item 3 of Part 2 of this form taken together  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.


                                       3
<PAGE>

                             PROFORMIX SYSTEMS, INC.

              Cross-Reference Sheet Showing Location in Prospectus
                  of Information Required by Items of Form S-8

Form S-8 Items and Heading                              Location in Prospectus
--------------------------                              ----------------------

1.  Forepart of the Registration Statement
    and Outside Front Cover Page of Prospectus.......  Front Cover Page
                                                       
2.  Inside Front And Outside Back Cover..............  Inside Front Cover Page
                                                       
3.  Summary Information, Risk Factors and Ratio        
    of Earnings to Fixed Charges.....................  The Company
                                                       
4.  Use of Proceeds..................................  Not Applicable
                                                       
5.  Determination of Offering Price..................  Not Applicable
                                                       
6.  Dilution.........................................  Not Applicable
                                                       
7.  Selling Security Holders.........................  Selling Stockholders
                                                       
8.  Plan of Distribution.............................  Plan of Distribution
                                                       
9.  Description of Securities to be Registered  .....  Description of Securities
                                                       
10. Interest of Named Experts and Counsel............  Legal Matters
                                                       
11. Material Changes.................................  Not Applicable
                                                       
12. Incorporation of Certain Information by            
    Reference........................................  Incorporation of
                                                       Certain Documents by
                                                       Reference

13. Disclosure of Commission Position on
    Indemnification for Securities Act

    Liabilities......................................  Indemnification of
                                                       Directors and Officers


                                       4
<PAGE>

RE-OFFER PROSPECTUS

                             PROFORMIX SYSTEMS, INC.
                                 50 Tannery Road
                          Branchburg, New Jersey 08876

                                  Common Stock

     This Prospectus  relates to offers and sales by certain key consultants and
one employee of Proformix  Systems,  Inc., a Delaware  corporation  ("Company"),
named herein ("Selling Stockholders"),  of shares of the Company's Common Stock,
$.0001  par  value  ("Common  Stock"),  granted  to  them  pursuant  to  written
compensation  contracts.  The  Company has entered  into an  agreement  with (i)
Seymour Kroll for the issuance of 110,000  shares of Common Stock  pursuant to a
consulting agreement dated July 15, 1997 ("Kroll Agreement");  Carl Henn for the
issuance of 30,000  shares of Common Stock  pursuant to a  consulting  agreement
dated July 15, 1997  ("Henn  Agreement");  (iii)  Anthony W.  Schweiger  for the
issance of a stock option for the purchase 10,000 shares of Common Stock and for
the issuance of 200,000 shares of Common Stock ("Schweiger Agreement"); and (iv)
Michael G. Martin, the Company's President, for the issuance of 60,000 shares of
Common  Stock  ("Martin  Agreement")  (the  Kroll  Agreement,   Henn  Agreement,
Schweiger Agreement and Martin Agreement are collectively  referred to herein as
the  "Plans").  The shares of Common Stock that have been or will be acquired by
such persons pursuant to the Plans are herein referred to as the "Shares".

     The Shares may be  offered  hereby  from time to time by any and all of the
Selling  Stockholders  named  herein,  for their own  benefit.  The Company will
receive no portion of the  proceeds  of sales made  hereunder.  All  expenses of
registration  incurred in  connection  with this offering are being borne by the
Company, but all selling and other expenses incurred by the Selling Stockholders
will be borne by such Selling Stockholders.

     All or a portion  of the  shares  of Common  Stock  offered  hereby  may be
offered  for  sale,  from time to time,  on the OTC  Bulletin  Board  ("Bulletin
Board"),  or  otherwise,  at prices  and terms  then  obtainable.  All  brokers'
commissions, concessions or discounts will be paid by the Selling Stockholders.

     The Selling  Stockholders and any broker executing selling orders on behalf
of the  Selling  Stockholders  may be deemed to be an  "underwriter"  within the
meaning of the  Securities  Act,  in which  event  commissions  received by such
broker may be deemed to be underwriting commissions under the Securities Act.

     The Common Stock of the Company was listed on the Bulletin  Board under the
symbol  WHSN up to July 22,  1997.  On July 22,  1997 the symbol was  changed to
PRFX. On July 7, 1997,  the last  reported  sale price of the  Company's  Common
Stock on the Bulletin Board was $.0625.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is August 19, 1997.


                                       5
<PAGE>

                               TABLE OF CONTENTS

                                                                            Page

Available Information......................................................   7
                                                                             
The Company................................................................   8
                                                                             
Risk Factors...............................................................  10
                                                                             
Selling Stockholders.......................................................  14
                                                                             
Transfer Agent and Registrar...............................................  15
                                                                             
Plan of Distribution.......................................................  15
                                                                             
Incorporation of Certain Documents by Reference............................  15
                                                                             
Legal Matters..............................................................  17
                                                                             
Experts....................................................................  17
                                                                             
Indemnification of Directors and Officers..................................  17


                                       6
<PAGE>

     No  person  is  authorized  to  give  any   information   or  to  make  any
representation,  other than those  contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Stockholders.  This  Prospectus  does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 (the  "Exchange  Act") and in accordance  therewith,  files
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  can be  inspected  and  copied  at the  Commission  at  Room  1024,
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the
Commission's  regional offices at Room 1204,  Everett McKinley Dirksen Building,
219 South Dearborn  Street,  Chicago,  Illinois 60604; and 7 World Trade Center,
Suite  1300,  New York,  New York  10048.  Copies of such  material  can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.

     This  Prospectus  does not contain all of the  information set forth in the
Registration Statements of which this Prospectus is a part and which the Company
has filed with the  Commission.  For  further  information  with  respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement,  including the exhibits filed as a part thereof,  copies of which can
be  inspected  at, or obtained  at  prescribed  rates from the Public  Reference
Section of the  Commission at the address set forth above.  Additional  updating
information  with  respect to the Company may be provided in the future by means
of appendices or supplements to the Prospectus.

     The Company hereby  undertakes to provide  without charge to each person to
whom a copy of this  Prospectus  is  delivered,  upon written or oral request of
such person,  a copy of any and all of the  information  that has been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests  should be  directed  to  Proformix  Systems,  Inc.,  50 Tannery  Road,
Branchburg, New Jersey 08876 (908) 534-6400.


                                       7
<PAGE>

                                  THE COMPANY

     Whitestone   Industries,   Inc.  (the   "Company"  or   "Whitestone")   was
incorporated  as a  Delaware  corporation  on  April  19,  1988  under  the name
"Fortunistics  Inc."  as a  "blind  pool"  or  "blank  check"  company  to  seek
acquisition  possibilities,  make  acquisitions  or enter  into  other  business
endeavors.  The  Company,  through  its  wholly-owned  subsidiary,  Golden  Bear
Entertainment  Corporation  ("Golden  Bear"),  has been  previously  engaged  in
developing and marketing  electronic,  interactive,  pre-school children's games
and educational products. In particular, the Company has developed prototypes of
its products and has been negotiating  marketing outlets,  primarily with large,
national toy store chains. Accordingly,  the Company has been considered to be a
development stage company for accounting purposes.

     As a result of the  inability  of the Company to  implement  its  strategic
program for the  development  of its Golden Bear  subsidiary,  and the desire to
secure a possible operating base so that the Company's  stockholders may receive
a satisfactory  return on their investment,  the Company and its president,  Mr.
Donald Yu, entered into an Agreement on June 16, 1997 with Royal  Capital,  Inc.
("Royal")  whereby Royal (i) acquired 100,000 shares of the Company's  Preferred
Stock held by Mr. Yu; and (ii) acquired the voting proxy of 1,120,000  shares of
Common Stock. The consideration paid to Mr. Yu was $100,000.  As a result, Royal
obtained a voting majority of the Company's capital stock.

     On June 24,  1997,  the  Company,  Royal and  Proformix,  Inc.,  a Delaware
company  ("Proformix"),  entered  into a stock  exchange  agreement  whereby the
Company  will  acquire all or  substantially  all of the  outstanding  shares of
capital stock of Proformix. In order to enter into the aforesaid agreement,  the
Company's Board of Directors authorized and effectuated a 137:1 reverse split of
its  outstanding  shares  of Common  Stock  (including  shares  of Common  Stock
underlying the Company's  outstanding  Preferred  Stock) and changed its name to
Proformix Systems,  Inc. The Company intends to exchange one share of its Common
Stock  for  every  3.4676  shares  of  Proformix  common  stock.  The  aforesaid
acquisition will not include Golden Bear  Entertainment  Corp.  ("Golden Bear"),
the Company's wholly owned  subsidiary,  which will be spun off pursuant to a 5%
stock dividend of the Common Stock of Golden Bear to  shareholders  of record as
of June 13, 1997.

     Proformix  is  a  research  based   ergonomics   company  focusing  on  the
computerized  workplace.  Computer ergonomics optimizes the design of technology
that  allows  persons to  successfully  interact  with  computers.  The  Company
believes  that the  acquisition  of  Proformix  is in the best  interests of the
Company's shareholders and should result in increased shareholder value.


                                       8
<PAGE>

                                  RISK FACTORS

     The  following  factors  should be considered  carefully in evaluating  the
Company's business and before making any investment in the Company.

Substantial Competition

     Products developed for the computer workplace face intense competition. The
Company will be at a competitive  disadvantage  in seeking to compete with other
companies having more assets, larger technical staffs, established market shares
and greater financial and operational  resources than the Company.  There can be
no assurance that the Company will be able to meet the  competition  and operate
profitably.

Possible Loss of Entire Investment

     The Shares offered hereby are highly speculative,  involve a high degree of
risk and should not be purchased by any person who cannot afford the loss of his
entire  investment.  A purchase of the Company's stock in this Offering would be
"unsuitable" for a person who cannot afford to sustain such a loss.

Dependence Upon Key Personnel

     The  Company is  substantially  dependent  upon the  continued  services of
Michael G. Martin,  its Chairman and Chief  Executive  Officer.  The loss of the
services of Mr. Martin  through  incapacity  or otherwise  would have a material
adverse effect upon the Company's business and prospects. To the extent that his
services  become  unavailable,  the Company  will be  required  to retain  other
qualified  personnel,  and  there  can be no  assurance  that it will be able to
recruit and hire qualified  persons upon acceptable  terms. The Company does not
maintain key person life and disability insurance on the life of Mr. Martin.

Possible Volatility of Stock Price

     There can be no assurance  that a public  market price for the Common Stock
will  continue  or that it will ever be an active  trading  market.  The  market
prices of the Common  Stock may be  significantly  affected  by factors  such as
announcements  by the Company or its  competitors,  as well as variations in the
Company's  results of operations  and market  conditions in general.  The market
prices may also be affected  by  movements  in prices of stocks in general.  The
relatively  limited  amount of  publicly  trading  shares  (float)  renders  the
Company's securities especially  susceptible to sharp price fluctuations.  There
can be no assurance that purchasers of the Shares offered hereby will be able to
resell the Shares at or near the purchase price therefor.

Penny Stock Regulations

     The  Securities  Enforcement  Penny  Stock  Act of 1990  requires  specific
disclosure  to be made  available  in  connection  with  trades  in the stock of
companies defined as "penny stocks. The Commission has adopted  regulations that
generally define a penny stock to be any equity


                                       9
<PAGE>

security  that has a market  price of less than  $5.00  per  share,  subject  to
certain exceptions. Such exceptions include any equity security listed on NASDAQ
or other  principal  national  exchanges,  and any equity  security issued by an
issuer that has (i) net tangible assets of at least  $2,000,000,  if such issuer
has been in continuous operation for three years; (ii) net tangible assets of at
least $5,000,000,  if such issuer has been in continuous operation for less than
three years;  or (iii) average  annual revenue of at least  $6,000,000,  if such
issuer has been in  continuous  operation  for less than three years.  Unless an
exception is  available,  the  regulations  require the  delivery,  prior to any
transaction  involving a penny stock,  of a disclosure  schedule  explaining the
penny  stock  market and the risk  associated  therewith  as well as the written
consent of the  purchaser  of such  security  prior to engaging in a penny stock
transaction.  The  regulations  on penny  stocks  may limit the  ability  of the
purchasers of the Company's securities to sell their securities in the secondary
marketplace. The Company's Shares are currently considered a penny stock.

No Cumulative Voting

     Holders of the Shares of Common Stock are not entitled to accumulate  their
votes for the election of directors or otherwise.  Accordingly, the holders of a
majority  of the shares  present at a meeting  of  shareholders  will be able to
elect all of the directors of the Company,  and the minority  shareholders  will
not be able to elect a representative to the Company's board of directors.

No Foreseeable Dividends

     The Company does not anticipate paying dividends on its Common Stock in the
foreseeable  future  but plans  instead  to  retain  earnings,  if any,  for the
operation and expansion of its business.


                                       10
<PAGE>

                              SELLING STOCKHOLDERS

     The  Prospectus  covers Shares that have been acquired  pursuant to written
compensation  contracts  by the  Selling  Stockholders,  named  herein  or to be
supplementally named, as of July 23, 1997.

     The following  table sets forth the name of each Selling  Stockholder,  the
nature of his or her position,  office, or other material  relationship with the
Company, the number of shares of Common Stock beneficially owned by each Selling
Stockholder prior to the offering,  and the number of shares and (if one percent
or more) the  percentage of the class to be  beneficially  owned by such Selling
Stockholder after the offering. Non-affiliate Selling Stockholders who hold less
than 1,000 shares of Common Stock issued under the Plans and not named below may
use this Prospectus for reoffers and resales of such Common Stock.

<TABLE>
<CAPTION>
                                                                      Shares owned   
                                                                     After Offering(2)
                           Shares Owned           Number of Shares   -----------------
Name                       Prior to Offering(1)   Offered Herein     Number    Percent
----                       --------------------   --------------     ------    -------
<S>                        <C>                    <C>                <C>       <C>        
Seymour Kroll,             110,000                110,000            0          **
 Consultant                                    
                                               
Carl Henn,                  30,000                 30,000            0          **
 Consultant                                    
                                               
Anthony W. Schweiger,(3)   210,000                210,000            0          **
Consultant                                     
                                               
Michael G. Martin,          60,000                 60,000             610,648   17%
President

</TABLE>

----------                                     
** less than 1%                         

(1)  For  purposes  of this  table,  a  person  is  deemed  to have  "beneficial
     ownership"  of any shares of Common Stock when such person has the right to
     acquire  such  shares  within 60 days of July 23,  1997.  For  purposes  of
     computing the percentage of outstanding shares of Common Stock held by each
     person named above, any security which such person has the right to acquire
     within  such  date is  deemed  to be  outstanding  but is not  deemed to be
     outstanding  for the purpose of computing the  percentage  ownership of any
     other  person.  Except as  indicated  in the  footnotes  to this  table and
     pursuant to applicable  community property laws, the Company believes based
     on  information  supplied by such  persons,  that the persons named in this
     table have sole voting and  investment  power with respect to all shares of
     Common Stock which they beneficially own.

(2)  For purposes of this table, the number and percentage of Shares owned after
     the  offering  presumes  the sale  and/or  exercise  of all Shares  offered
     herein.

(3)  Includes 10,000 shares of Common Stock underlying a stock option.


                                       11
<PAGE>

                          TRANSFER AGENT AND REGISTRAR

     The  Transfer  Agent and  Registrar  for the Common Stock of the Company is
Securities Transfer Corp., 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248.

                              PLAN OF DISTRIBUTION

     The  Selling  Stockholders  may sell  shares of Common  Stock in any of the
following ways (i) through  dealers;  (ii) through agents;  or (iii) directly to
one or more  purchasers.  The  distribution of the shares of Common Stock may be
effected  from  time  to time in one or more  transactions  (which  may  involve
crosses  or  block  transactions)  (A) on  Nasdaq  or the BSE (or on such  other
national stock  exchanges on which the shares of Common Stock may be traded from
time to time) in  transactions  which may include  special  offerings,  exchange
distributions and/or secondary  distributions pursuant to and in accordance with
rules  of  such  exchanges,  (B)  in  the  over-the-counter  market,  or  (C) in
transactions other than on such exchanges or in the over-the-counter  market, or
a combination  of such  transactions.  Any such  transaction  may be effected at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing  market  prices,  at negotiated  prices or fixed prices.  The Selling
Stockholders  may effect such  transactions by selling shares of Common Stock to
or through  broker-dealers,  and such broker-dealers may receive compensation in
the form of discounts,  concessions,  or commissions  from Selling  Stockholders
and/or  commissions  from purchasers of shares of Common Stock for whom they may
act as agent.  The Selling  Stockholders and any  broker-dealers  or agents that
participate  in the  distribution  of shares of  Common  Stock by them  might be
deemed  to be  underwriters,  and  any  discounts,  commissions  or  concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  documents  listed  below  have  been  filed  by the  Company  with the
Commission and are incorporated herein by reference:

     (a) The  Company's  Annual  Report on Form 10-KSB for its fiscal year ended
December 31, 1996;

     (b) The Company's  Quarterly  Reports on Forms 10-QSB for the periods ended
March 31, 1997 and June 30, 1997;

     (c) All other  reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the Exchange  Act since the  Company's  fiscal year ended  December 31,
1996.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but prior to
the termination of the


                                       12
<PAGE>

offering  of  securities  made  by  this  Prospectus   shall  be  deemed  to  be
incorporated  by  reference  herein and to be part hereof from their  respective
dates of filing.

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

                           DESCRIPTION OF SECURITIES

     The  Company is  authorized  to issue  30,000,000  shares of Common  Stock,
$.0001 par value ("Common Stock") and 3,000,000 shares of Preferred Stock, $.001
par value.

     Holders of Common  Stock are  entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders.  Shares of Common Stock do not
carry  cumulative  voting  rights and  therefore,  holders of a majority  of the
outstanding  shares of Common  Stock will be able to elect the  entire  board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

     Shareholders of the Company have no preemptive rights to acquire additional
shares of Common  Stock.  The  Common  Stock is not  subject to  redemption  and
carries no subscription or conversion rights. In the event of liquidation of the
Company,  the holders of shares of Common Stock are entitled to share equally in
corporate  assets  after  the  holders,  if any,  of  Preferred  Stock and after
satisfaction  of  liabilities.  Holders of Common  Stock are entitled to receive
such dividends as the Company's board of directors may from time to time declare
out of funds legally  available for the payment  thereof.  The Company has never
paid cash dividends on its Common Stock and does not anticipate that it will pay
such dividends in the future.

                                 LEGAL MATTERS

     The  legality  of the shares  offered  hereby has been  passed upon for the
Company by Silverman,  Collura,  Chernis & Balzano, P.C., 381 Park Avenue South,
Suite 1601, New York, New York 10016.

                                    EXPERTS

     The  Company's  consolidated  financial  statements  incorporated  in  this
Registration  Statement by reference  from the  Company's  Annual Report on Form
10-KSB for the year ended


                                       13
<PAGE>

December  31,  1996  have  been  audited  by  Feldman  Radin  &  Company,  P.C.,
independent auditors, as stated in their report, which is incorporated herein by
reference  (which  report  expresses  an  unqualified  opinion  and  includes an
explanatory paragraph referring to doubt about the Company's ability to continue
as a going concern) and have been so incorporated in reliance upon the report of
such firm, given upon their authority as experts in accounting and auditing.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the  General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company,
the  Company  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  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 issues.


                                       14
<PAGE>

                                    PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  documents  listed  below  have  been  filed  by the  Company  with the
Commission and are incorporated herein by reference:

     (a) The  Company's  Annual  Report on Form 10-KSB for its fiscal year ended
December 31, 1996;

     (b) The Company's  Quarterly  Reports on Forms 10-QSB for the periods ended
March 31, 1997 and June 30, 1997;

     (c) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Exchange  Act since the  Company's  fiscal year ended  December 31,
1996.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but prior to
the termination of the offering of securities  made by this Prospectus  shall be
deemed to be incorporated  by reference  herein and to be part hereof from their
respective dates of filing.

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

ITEM 4.  DESCRIPTION OF SECURITIES

     Holders of Common  Stock are  entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders.  Shares of Common Stock do not
carry  cumulative  voting  rights and  therefore,  holders of a majority  of the
outstanding  shares of Common  Stock will be able to elect the  entire  board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

     Shareholders of the Company have no preemptive rights to acquire additional
shares of Common  Stock.  The  Common  Stock is not  subject to  redemption  and
carries no subscription or conversion rights. In the event of liquidation of the
Company,  the holders of shares of Common Stock are entitled to share equally in
corporate  assets  after  the  holders,  if any,  of  Preferred  Stock and after
satisfaction of liabilities. Holders of Common Stock are entitled to


                                       15
<PAGE>

receive such dividends as the Company's board of directors may from time to time
declare out of funds legally available for the payment thereof.  The Company has
never paid cash  dividends on its Common Stock and does not  anticipate  that it
will pay such dividends in the future.

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

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the  General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company,
the  Company  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  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 issues.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.


                                       16
<PAGE>

ITEM 8. EXHIBITS

     4.1  Consulting Agreement between Seymour Kroll and the Company

     4.2  Consulting Agreement between Carl Henn and the Company

     4.3  Employment  Agreement between Michael G. Martin and the Company (to be
          filed).

     4.4  Consulting  Agreement between Anthony W. Schweiger and the Company (to
          be filed).

     5.1  Opinion of Silverman, Collura, Chernis & Balzano, P.C.

     23.1 Consent of Silverman,  Collura,  Chernis & Balzano,  P.C. (included in
          Exhibit 5.1)

     23.2 Consent of Feldman Radin & Company, 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 the Registration Statement;

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
the  effective  date  of  this  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
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change of such information in the Registration Statement;

     Provided  however that paragraphs  (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the registrant pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, 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.


                                       17
<PAGE>

     (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 that is  incorporated by reference in this  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 the initial bona 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 foregoing provisions 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 is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.


                                       18
<PAGE>

                               INDEX TO EXHIBITS

4.1  Consulting Agreement between Seymour Kroll and the Company

4.2  Consulting Agreement between Carl Henn and the Company

4.3  Employment  Agreement  between  Michael G.  Martin and the  Company  (to be
     filed).

4.4  Consulting  Agreement  between  Anthony W. Schweiger and the Company (to be
     filed).

5.1  Opinion of Silverman, Collura, Chernis & Balzano, P.C.

23.1 Consent of Silverman, Collura, Chernis & Balzano, P.C. (included in Exhibit
     5.1)

23.2 Consent of Feldman Radin & Company, P.C.


                                       19
<PAGE>

                                   SIGNATURES

     Pursuant to the requirement of the Securities Act, 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, therewith duly authorized, on July 23,
1997.

                                       PROFORMIX SYSTEMS, INC.

                                       By: /s/ Donald R. Yu
                                          -----------------------------
                                          Donald R. Yu, President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below,  hereby  constitutes  and  appoints  Donald  R. Yu,  his true and  lawful
attorney-in-fact,  with full power of substitution and  resubstitution,  for his
and in his name, place and stead, in any and all capacities,  to sign any or all
amendments or  supplements to this  Registration  Statement and to file the same
with all exhibits thereto and other documents in connection therewith,  with the
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform  each and every act and thing  necessary or  appropriate  to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto 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,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with Heng Fai China Industries, Inc. and on the dates indicated.

                                   SIGNATURES

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

/s/ Donald R. Yu               Chief Executive Officer,            July 23, 1997
--------------------------        Chief Financial Officer, 
  Donald R. Yu                    President and Director  
                                  (Principal Executive    
                                  Officer and Principal
                                  Financial Officer)
                               

                              


                                       20
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 46852}]
{"company-data": {"conformed-name": "PROFORMIX SYSTEMS INC", "cik": "0000838796", "assigned-sic": "1311", "irs-number": "752228828", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33921", "film-number": "97666289"}, "business-address": {"street1": "50 TANNERY ROAD", "city": "BRANCHBURG", "state": "NJ", "zip": "08876", "phone": "9085346400"}, "mail-address": {"street1": "50 TANNERY ROAD", "city": "BRANCHBURG", "state": "NJ", "zip": "08876"}, "former-company": [{"former-conformed-name": "WHITESTONE INDUSTRIES INC", "date-changed": "19930429"}, {"former-conformed-name": "FORTUNISTICS INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on August 6, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                             PROFORMIX SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                                75-2228828
(State or other jurisdiction      (Primary Standard            (I.R.S. Employer 
    of incorporation or        Industrial Classification     Identification No.)
       organization)                 Code Number)

                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400
                  (Address and Telephone Number of Registrant's
                     Principal Executive Office)(Zip Code)

                       Consulting Agreement by and between
                    Seymour Kroll and Proformix Systems, Inc.
                        (110,000 Shares of Common Stock)

                       Consulting Agreement by and between
                      Carl Henn and Proformix Systems, Inc.
                         (30,000 Shares of Common Stock)

                      Consulting Agreement by and between
                Anthony W. Schweiger and Proformix Systems, Inc.
                        (210,000 Shares of Common Stock)

                      Employment Agreement by and between
                 Michael G. Martin and Proformix Systems, Inc.
                        (60,000 Shares of Common Stock)

                            (full title of the plans)

                             Donald R. Yu, President
                               702 Marshall Street
                            Redwood, California 94063
                                 (510) 653-0883
  (Name, Address & Telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:

                            Michael H. Freedman, Esq.
                   Silverman, Collura, Chernis & Balzano, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                Proposed        Proposed                
Title of          Amount        maximum         maximum             Amount of
securities to     to be         offering price  aggregate           registration
be registered     registered    per share (1)   offering price (1)  fee
--------------------------------------------------------------------------------

Common Stock(1)   410,000       $.0625          $25,625.00          $7.77

----------
(1)  Calculated in accordance with 457(c) using the average of the bid and asked
     price for the Common Stock on July 7, 1997.

(2)  Includes 10,000 Shares of Common Stock underlying a stock option.

                                       2
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing  information specified in Part 1 (plan information
and  registrant  information)  will be  sent  or  given  to the  consultants  as
specified  by  Rule  428(b)(1).  Such  documents  need  not be  filed  with  the
Securities and Exchange Commission either as part of this registration statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  registration
statement pursuant to Item 3 of Part 2 of this form taken together  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.

                                       3
PROFORMIX SYSTEMS, INC.

              Cross-Reference Sheet Showing Location in Prospectus
                  of Information Required by Items of Form S-8

Form S-8 Items and Heading                              Location in Prospectus
--------------------------                              ----------------------

1.  Forepart of the Registration Statement
    and Outside Front Cover Page of Prospectus.......  Front Cover Page
                                                       
2.  Inside Front And Outside Back Cover..............  Inside Front Cover Page
                                                       
3.  Summary Information, Risk Factors and Ratio        
    of Earnings to Fixed Charges.....................  The Company
                                                       
4.  Use of Proceeds..................................  Not Applicable
                                                       
5.  Determination of Offering Price..................  Not Applicable
                                                       
6.  Dilution.........................................  Not Applicable
                                                       
7.  Selling Security Holders.........................  Selling Stockholders
                                                       
8.  Plan of Distribution.............................  Plan of Distribution
                                                       
9.  Description of Securities to be Registered  .....  Description of Securities
                                                       
10. Interest of Named Experts and Counsel............  Legal Matters
                                                       
11. Material Changes.................................  Not Applicable
                                                       
12. Incorporation of Certain Information by            
    Reference........................................  Incorporation of
                                                       Certain Documents by
                                                       Reference

13. Disclosure of Commission Position on
    Indemnification for Securities Act

    Liabilities......................................  Indemnification of
                                                       Directors and Officers

                                       4
RE-OFFER PROSPECTUS

                             PROFORMIX SYSTEMS, INC.
                                 50 Tannery Road
                          Branchburg, New Jersey 08876

                                  Common Stock

     This Prospectus  relates to offers and sales by certain key consultants and
one employee of Proformix  Systems,  Inc., a Delaware  corporation  ("Company"),
named herein ("Selling Stockholders"),  of shares of the Company's Common Stock,
$.0001  par  value  ("Common  Stock"),  granted  to  them  pursuant  to  written
compensation  contracts.  The  Company has entered  into an  agreement  with (i)
Seymour Kroll for the issuance of 110,000  shares of Common Stock  pursuant to a
consulting agreement dated July 15, 1997 ("Kroll Agreement");  Carl Henn for the
issuance of 30,000  shares of Common Stock  pursuant to a  consulting  agreement
dated July 15, 1997  ("Henn  Agreement");  (iii)  Anthony W.  Schweiger  for the
issance of a stock option for the purchase 10,000 shares of Common Stock and for
the issuance of 200,000 shares of Common Stock ("Schweiger Agreement"); and (iv)
Michael G. Martin, the Company's President, for the issuance of 60,000 shares of
Common  Stock  ("Martin  Agreement")  (the  Kroll  Agreement,   Henn  Agreement,
Schweiger Agreement and Martin Agreement are collectively  referred to herein as
the  "Plans").  The shares of Common Stock that have been or will be acquired by
such persons pursuant to the Plans are herein referred to as the "Shares".

     The Shares may be  offered  hereby  from time to time by any and all of the
Selling  Stockholders  named  herein,  for their own  benefit.  The Company will
receive no portion of the  proceeds  of sales made  hereunder.  All  expenses of
registration  incurred in  connection  with this offering are being borne by the
Company, but all selling and other expenses incurred by the Selling Stockholders
will be borne by such Selling Stockholders.

     All or a portion  of the  shares  of Common  Stock  offered  hereby  may be
offered  for  sale,  from time to time,  on the OTC  Bulletin  Board  ("Bulletin
Board"),  or  otherwise,  at prices  and terms  then  obtainable.  All  brokers'
commissions, concessions or discounts will be paid by the Selling Stockholders.

     The Selling  Stockholders and any broker executing selling orders on behalf
of the  Selling  Stockholders  may be deemed to be an  "underwriter"  within the
meaning of the  Securities  Act,  in which  event  commissions  received by such
broker may be deemed to be underwriting commissions under the Securities Act.

     The Common Stock of the Company was listed on the Bulletin  Board under the
symbol  WHSN up to July 22,  1997.  On July 22,  1997 the symbol was  changed to
PRFX. On July 7, 1997,  the last  reported  sale price of the  Company's  Common
Stock on the Bulletin Board was $.0625.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is August 19, 1997.

                                       5
TABLE OF CONTENTS

                                                                            Page

Available Information......................................................   7
                                                                             
The Company................................................................   8
                                                                             
Risk Factors...............................................................  10
                                                                             
Selling Stockholders.......................................................  14
                                                                             
Transfer Agent and Registrar...............................................  15
                                                                             
Plan of Distribution.......................................................  15
                                                                             
Incorporation of Certain Documents by Reference............................  15
                                                                             
Legal Matters..............................................................  17
                                                                             
Experts....................................................................  17
                                                                             
Indemnification of Directors and Officers..................................  17

                                       6
No  person  is  authorized  to  give  any   information   or  to  make  any
representation,  other than those  contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Stockholders.  This  Prospectus  does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 (the  "Exchange  Act") and in accordance  therewith,  files
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  can be  inspected  and  copied  at the  Commission  at  Room  1024,
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the
Commission's  regional offices at Room 1204,  Everett McKinley Dirksen Building,
219 South Dearborn  Street,  Chicago,  Illinois 60604; and 7 World Trade Center,
Suite  1300,  New York,  New York  10048.  Copies of such  material  can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.

     This  Prospectus  does not contain all of the  information set forth in the
Registration Statements of which this Prospectus is a part and which the Company
has filed with the  Commission.  For  further  information  with  respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement,  including the exhibits filed as a part thereof,  copies of which can
be  inspected  at, or obtained  at  prescribed  rates from the Public  Reference
Section of the  Commission at the address set forth above.  Additional  updating
information  with  respect to the Company may be provided in the future by means
of appendices or supplements to the Prospectus.

     The Company hereby  undertakes to provide  without charge to each person to
whom a copy of this  Prospectus  is  delivered,  upon written or oral request of
such person,  a copy of any and all of the  information  that has been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests  should be  directed  to  Proformix  Systems,  Inc.,  50 Tannery  Road,
Branchburg, New Jersey 08876 (908) 534-6400.

                                       7
THE COMPANY

     Whitestone   Industries,   Inc.  (the   "Company"  or   "Whitestone")   was
incorporated  as a  Delaware  corporation  on  April  19,  1988  under  the name
"Fortunistics  Inc."  as a  "blind  pool"  or  "blank  check"  company  to  seek
acquisition  possibilities,  make  acquisitions  or enter  into  other  business
endeavors.  The  Company,  through  its  wholly-owned  subsidiary,  Golden  Bear
Entertainment  Corporation  ("Golden  Bear"),  has been  previously  engaged  in
developing and marketing  electronic,  interactive,  pre-school children's games
and educational products. In particular, the Company has developed prototypes of
its products and has been negotiating  marketing outlets,  primarily with large,
national toy store chains. Accordingly,  the Company has been considered to be a
development stage company for accounting purposes.

     As a result of the  inability  of the Company to  implement  its  strategic
program for the  development  of its Golden Bear  subsidiary,  and the desire to
secure a possible operating base so that the Company's  stockholders may receive
a satisfactory  return on their investment,  the Company and its president,  Mr.
Donald Yu, entered into an Agreement on June 16, 1997 with Royal  Capital,  Inc.
("Royal")  whereby Royal (i) acquired 100,000 shares of the Company's  Preferred
Stock held by Mr. Yu; and (ii) acquired the voting proxy of 1,120,000  shares of
Common Stock. The consideration paid to Mr. Yu was $100,000.  As a result, Royal
obtained a voting majority of the Company's capital stock.

     On June 24,  1997,  the  Company,  Royal and  Proformix,  Inc.,  a Delaware
company  ("Proformix"),  entered  into a stock  exchange  agreement  whereby the
Company  will  acquire all or  substantially  all of the  outstanding  shares of
capital stock of Proformix. In order to enter into the aforesaid agreement,  the
Company's Board of Directors authorized and effectuated a 137:1 reverse split of
its  outstanding  shares  of Common  Stock  (including  shares  of Common  Stock
underlying the Company's  outstanding  Preferred  Stock) and changed its name to
Proformix Systems,  Inc. The Company intends to exchange one share of its Common
Stock  for  every  3.4676  shares  of  Proformix  common  stock.  The  aforesaid
acquisition will not include Golden Bear  Entertainment  Corp.  ("Golden Bear"),
the Company's wholly owned  subsidiary,  which will be spun off pursuant to a 5%
stock dividend of the Common Stock of Golden Bear to  shareholders  of record as
of June 13, 1997.

     Proformix  is  a  research  based   ergonomics   company  focusing  on  the
computerized  workplace.  Computer ergonomics optimizes the design of technology
that  allows  persons to  successfully  interact  with  computers.  The  Company
believes  that the  acquisition  of  Proformix  is in the best  interests of the
Company's shareholders and should result in increased shareholder value.

                                       8
RISK FACTORS

     The  following  factors  should be considered  carefully in evaluating  the
Company's business and before making any investment in the Company.

Substantial Competition

     Products developed for the computer workplace face intense competition. The
Company will be at a competitive  disadvantage  in seeking to compete with other
companies having more assets, larger technical staffs, established market shares
and greater financial and operational  resources than the Company.  There can be
no assurance that the Company will be able to meet the  competition  and operate
profitably.

Possible Loss of Entire Investment

     The Shares offered hereby are highly speculative,  involve a high degree of
risk and should not be purchased by any person who cannot afford the loss of his
entire  investment.  A purchase of the Company's stock in this Offering would be
"unsuitable" for a person who cannot afford to sustain such a loss.

Dependence Upon Key Personnel

     The  Company is  substantially  dependent  upon the  continued  services of
Michael G. Martin,  its Chairman and Chief  Executive  Officer.  The loss of the
services of Mr. Martin  through  incapacity  or otherwise  would have a material
adverse effect upon the Company's business and prospects. To the extent that his
services  become  unavailable,  the Company  will be  required  to retain  other
qualified  personnel,  and  there  can be no  assurance  that it will be able to
recruit and hire qualified  persons upon acceptable  terms. The Company does not
maintain key person life and disability insurance on the life of Mr. Martin.

Possible Volatility of Stock Price

     There can be no assurance  that a public  market price for the Common Stock
will  continue  or that it will ever be an active  trading  market.  The  market
prices of the Common  Stock may be  significantly  affected  by factors  such as
announcements  by the Company or its  competitors,  as well as variations in the
Company's  results of operations  and market  conditions in general.  The market
prices may also be affected  by  movements  in prices of stocks in general.  The
relatively  limited  amount of  publicly  trading  shares  (float)  renders  the
Company's securities especially  susceptible to sharp price fluctuations.  There
can be no assurance that purchasers of the Shares offered hereby will be able to
resell the Shares at or near the purchase price therefor.

Penny Stock Regulations

     The  Securities  Enforcement  Penny  Stock  Act of 1990  requires  specific
disclosure  to be made  available  in  connection  with  trades  in the stock of
companies defined as "penny stocks. The Commission has adopted  regulations that
generally define a penny stock to be any equity

                                       9
security  that has a market  price of less than  $5.00  per  share,  subject  to
certain exceptions. Such exceptions include any equity security listed on NASDAQ
or other  principal  national  exchanges,  and any equity  security issued by an
issuer that has (i) net tangible assets of at least  $2,000,000,  if such issuer
has been in continuous operation for three years; (ii) net tangible assets of at
least $5,000,000,  if such issuer has been in continuous operation for less than
three years;  or (iii) average  annual revenue of at least  $6,000,000,  if such
issuer has been in  continuous  operation  for less than three years.  Unless an
exception is  available,  the  regulations  require the  delivery,  prior to any
transaction  involving a penny stock,  of a disclosure  schedule  explaining the
penny  stock  market and the risk  associated  therewith  as well as the written
consent of the  purchaser  of such  security  prior to engaging in a penny stock
transaction.  The  regulations  on penny  stocks  may limit the  ability  of the
purchasers of the Company's securities to sell their securities in the secondary
marketplace. The Company's Shares are currently considered a penny stock.

No Cumulative Voting

     Holders of the Shares of Common Stock are not entitled to accumulate  their
votes for the election of directors or otherwise.  Accordingly, the holders of a
majority  of the shares  present at a meeting  of  shareholders  will be able to
elect all of the directors of the Company,  and the minority  shareholders  will
not be able to elect a representative to the Company's board of directors.

No Foreseeable Dividends

     The Company does not anticipate paying dividends on its Common Stock in the
foreseeable  future  but plans  instead  to  retain  earnings,  if any,  for the
operation and expansion of its business.

                                       10
SELLING STOCKHOLDERS

     The  Prospectus  covers Shares that have been acquired  pursuant to written
compensation  contracts  by the  Selling  Stockholders,  named  herein  or to be
supplementally named, as of July 23, 1997.

     The following  table sets forth the name of each Selling  Stockholder,  the
nature of his or her position,  office, or other material  relationship with the
Company, the number of shares of Common Stock beneficially owned by each Selling
Stockholder prior to the offering,  and the number of shares and (if one percent
or more) the  percentage of the class to be  beneficially  owned by such Selling
Stockholder after the offering. Non-affiliate Selling Stockholders who hold less
than 1,000 shares of Common Stock issued under the Plans and not named below may
use this Prospectus for reoffers and resales of such Common Stock.
Shares owned   
                                                                     After Offering(2)
                           Shares Owned           Number of Shares   -----------------
Name                       Prior to Offering(1)   Offered Herein     Number    Percent
----                       --------------------   --------------     ------    -------
Seymour Kroll,             110,000                110,000            0          **
 Consultant                                    
                                               
Carl Henn,                  30,000                 30,000            0          **
 Consultant                                    
                                               
Anthony W. Schweiger,(3)   210,000                210,000            0          **
Consultant                                     
                                               
Michael G. Martin,          60,000                 60,000             610,648   17%
President
----------                                     
** less than 1%                         

(1)  For  purposes  of this  table,  a  person  is  deemed  to have  "beneficial
     ownership"  of any shares of Common Stock when such person has the right to
     acquire  such  shares  within 60 days of July 23,  1997.  For  purposes  of
     computing the percentage of outstanding shares of Common Stock held by each
     person named above, any security which such person has the right to acquire
     within  such  date is  deemed  to be  outstanding  but is not  deemed to be
     outstanding  for the purpose of computing the  percentage  ownership of any
     other  person.  Except as  indicated  in the  footnotes  to this  table and
     pursuant to applicable  community property laws, the Company believes based
     on  information  supplied by such  persons,  that the persons named in this
     table have sole voting and  investment  power with respect to all shares of
     Common Stock which they beneficially own.

(2)  For purposes of this table, the number and percentage of Shares owned after
     the  offering  presumes  the sale  and/or  exercise  of all Shares  offered
     herein.

(3)  Includes 10,000 shares of Common Stock underlying a stock option.

                                       11
TRANSFER AGENT AND REGISTRAR

     The  Transfer  Agent and  Registrar  for the Common Stock of the Company is
Securities Transfer Corp., 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248.

                              PLAN OF DISTRIBUTION

     The  Selling  Stockholders  may sell  shares of Common  Stock in any of the
following ways (i) through  dealers;  (ii) through agents;  or (iii) directly to
one or more  purchasers.  The  distribution of the shares of Common Stock may be
effected  from  time  to time in one or more  transactions  (which  may  involve
crosses  or  block  transactions)  (A) on  Nasdaq  or the BSE (or on such  other
national stock  exchanges on which the shares of Common Stock may be traded from
time to time) in  transactions  which may include  special  offerings,  exchange
distributions and/or secondary  distributions pursuant to and in accordance with
rules  of  such  exchanges,  (B)  in  the  over-the-counter  market,  or  (C) in
transactions other than on such exchanges or in the over-the-counter  market, or
a combination  of such  transactions.  Any such  transaction  may be effected at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing  market  prices,  at negotiated  prices or fixed prices.  The Selling
Stockholders  may effect such  transactions by selling shares of Common Stock to
or through  broker-dealers,  and such broker-dealers may receive compensation in
the form of discounts,  concessions,  or commissions  from Selling  Stockholders
and/or  commissions  from purchasers of shares of Common Stock for whom they may
act as agent.  The Selling  Stockholders and any  broker-dealers  or agents that
participate  in the  distribution  of shares of  Common  Stock by them  might be
deemed  to be  underwriters,  and  any  discounts,  commissions  or  concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  documents  listed  below  have  been  filed  by the  Company  with the
Commission and are incorporated herein by reference:

     (a) The  Company's  Annual  Report on Form 10-KSB for its fiscal year ended
December 31, 1996;

     (b) The Company's  Quarterly  Reports on Forms 10-QSB for the periods ended
March 31, 1997 and June 30, 1997;

     (c) All other  reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the Exchange  Act since the  Company's  fiscal year ended  December 31,
1996.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but prior to
the termination of the

                                       12
offering  of  securities  made  by  this  Prospectus   shall  be  deemed  to  be
incorporated  by  reference  herein and to be part hereof from their  respective
dates of filing.

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

                           DESCRIPTION OF SECURITIES

     The  Company is  authorized  to issue  30,000,000  shares of Common  Stock,
$.0001 par value ("Common Stock") and 3,000,000 shares of Preferred Stock, $.001
par value.

     Holders of Common  Stock are  entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders.  Shares of Common Stock do not
carry  cumulative  voting  rights and  therefore,  holders of a majority  of the
outstanding  shares of Common  Stock will be able to elect the  entire  board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

     Shareholders of the Company have no preemptive rights to acquire additional
shares of Common  Stock.  The  Common  Stock is not  subject to  redemption  and
carries no subscription or conversion rights. In the event of liquidation of the
Company,  the holders of shares of Common Stock are entitled to share equally in
corporate  assets  after  the  holders,  if any,  of  Preferred  Stock and after
satisfaction  of  liabilities.  Holders of Common  Stock are entitled to receive
such dividends as the Company's board of directors may from time to time declare
out of funds legally  available for the payment  thereof.  The Company has never
paid cash dividends on its Common Stock and does not anticipate that it will pay
such dividends in the future.

                                 LEGAL MATTERS

     The  legality  of the shares  offered  hereby has been  passed upon for the
Company by Silverman,  Collura,  Chernis & Balzano, P.C., 381 Park Avenue South,
Suite 1601, New York, New York 10016.

                                    EXPERTS

     The  Company's  consolidated  financial  statements  incorporated  in  this
Registration  Statement by reference  from the  Company's  Annual Report on Form
10-KSB for the year ended

                                       13
December  31,  1996  have  been  audited  by  Feldman  Radin  &  Company,  P.C.,
independent auditors, as stated in their report, which is incorporated herein by
reference  (which  report  expresses  an  unqualified  opinion  and  includes an
explanatory paragraph referring to doubt about the Company's ability to continue
as a going concern) and have been so incorporated in reliance upon the report of
such firm, given upon their authority as experts in accounting and auditing.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the  General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company,
the  Company  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  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 issues.

                                       14
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  documents  listed  below  have  been  filed  by the  Company  with the
Commission and are incorporated herein by reference:

     (a) The  Company's  Annual  Report on Form 10-KSB for its fiscal year ended
December 31, 1996;

     (b) The Company's  Quarterly  Reports on Forms 10-QSB for the periods ended
March 31, 1997 and June 30, 1997;

     (c) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Exchange  Act since the  Company's  fiscal year ended  December 31,
1996.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but prior to
the termination of the offering of securities  made by this Prospectus  shall be
deemed to be incorporated  by reference  herein and to be part hereof from their
respective dates of filing.

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

ITEM 4.  DESCRIPTION OF SECURITIES

     Holders of Common  Stock are  entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders.  Shares of Common Stock do not
carry  cumulative  voting  rights and  therefore,  holders of a majority  of the
outstanding  shares of Common  Stock will be able to elect the  entire  board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

     Shareholders of the Company have no preemptive rights to acquire additional
shares of Common  Stock.  The  Common  Stock is not  subject to  redemption  and
carries no subscription or conversion rights. In the event of liquidation of the
Company,  the holders of shares of Common Stock are entitled to share equally in
corporate  assets  after  the  holders,  if any,  of  Preferred  Stock and after
satisfaction of liabilities. Holders of Common Stock are entitled to

                                       15
receive such dividends as the Company's board of directors may from time to time
declare out of funds legally available for the payment thereof.  The Company has
never paid cash  dividends on its Common Stock and does not  anticipate  that it
will pay such dividends in the future.

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

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the  General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company,
the  Company  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  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 issues.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                       16
ITEM 8. EXHIBITS

     4.1  Consulting Agreement between Seymour Kroll and the Company

     4.2  Consulting Agreement between Carl Henn and the Company

     4.3  Employment  Agreement between Michael G. Martin and the Company (to be
          filed).

     4.4  Consulting  Agreement between Anthony W. Schweiger and the Company (to
          be filed).

     5.1  Opinion of Silverman, Collura, Chernis & Balzano, P.C.

     23.1 Consent of Silverman,  Collura,  Chernis & Balzano,  P.C. (included in
          Exhibit 5.1)

     23.2 Consent of Feldman Radin & Company, 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 the Registration Statement;

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
the  effective  date  of  this  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
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change of such information in the Registration Statement;

     Provided  however that paragraphs  (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the registrant pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, 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.

                                       17
(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 that is  incorporated by reference in this  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 the initial bona 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 foregoing provisions 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 is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.

                                       18
INDEX TO EXHIBITS

4.1  Consulting Agreement between Seymour Kroll and the Company

4.2  Consulting Agreement between Carl Henn and the Company

4.3  Employment  Agreement  between  Michael G.  Martin and the  Company  (to be
     filed).

4.4  Consulting  Agreement  between  Anthony W. Schweiger and the Company (to be
     filed).

5.1  Opinion of Silverman, Collura, Chernis & Balzano, P.C.

23.1 Consent of Silverman, Collura, Chernis & Balzano, P.C. (included in Exhibit
     5.1)

23.2 Consent of Feldman Radin & Company, P.C.

                                       19
SIGNATURES

     Pursuant to the requirement of the Securities Act, 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, therewith duly authorized, on July 23,
1997.

                                       PROFORMIX SYSTEMS, INC.

                                       By: /s/ Donald R. Yu
                                          -----------------------------
                                          Donald R. Yu, President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below,  hereby  constitutes  and  appoints  Donald  R. Yu,  his true and  lawful
attorney-in-fact,  with full power of substitution and  resubstitution,  for his
and in his name, place and stead, in any and all capacities,  to sign any or all
amendments or  supplements to this  Registration  Statement and to file the same
with all exhibits thereto and other documents in connection therewith,  with the
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform  each and every act and thing  necessary or  appropriate  to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto 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,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with Heng Fai China Industries, Inc. and on the dates indicated.

                                   SIGNATURES

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

/s/ Donald R. Yu               Chief Executive Officer,            July 23, 1997
--------------------------        Chief Financial Officer, 
  Donald R. Yu                    President and Director  
                                  (Principal Executive    
                                  Officer and Principal
                                  Financial Officer)
                               

                              

                                       20