<PAGE>
    As filed with the Securities and Exchange Commission on March 8, 1999

                  Registration Statement No. 333-__________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                          COMPLETE WELLNESS CENTERS, INC.
             (Exact name of registrant as specified in its charter)

                            Delaware                    52-1910135
                (State or other jurisdiction of     (I.R.S. Employer
                incorporation or organization)      Identification No.)

          666 11TH STREET, N.W., SUITE 200,
             WASHINGTON, D.C. 20001                     D.C. 20001
       (Address of Principal Executive Offices)         (Zip Code)

                           1999 CONSULTANT STOCK PLAN
                            (Full title of the Plans)

           Joseph Raymond, Jr., Chairman and Chief Executive Officer
                            666 11TH STREET, N.W.
                                  SUITE 200,
                            WASHINGTON, D.C. 20001
         (Name and address, including zip code of agent for services)

                                (202) 639-9700
        (Telephone number, including area code, of agent for service)

                                  Copies to:
                              Hank Gracin, Esq.
                              Lehman & Eilen LLP
                    50 Charles Lindbergh Blvd., Suite 505
                             Uniondale, NY 11553

Ifany of the securities being registered on this form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 of the Securities Act of
                      1933, check the following box. [X]

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

                               Page 1 of 9 pages
                             Exhibit Index at page 4


<PAGE>

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                    Proposed         Proposed
Amount of                           Maximum          Maximum
Title of Securities                 Amount           Offering        Aggregate
Registration                        to be            Price Per       Offering
to be Registered                    Registered       Share*          Price*
Fee
--------------------------------------------------------------------------------
<S>                                  <C>             <C>              <C>
Common Stock, $.0001665 par
value, under the 1999
Consultant Stock Plan                475,000         $2.00            $950,000

                  TOTALS             475,000                          $950,000
                                     =======                          ==========

<FN>
*Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457, on the basis of the closing sales price of the Registrant's Common
Stock as reported on NASDAQ on March 4, 1999.
</FN>
</TABLE>

                                       2

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference in this
registration statement.

                  (a)  Registrant's  Annual  Report on Form  10-KSB for the 
fiscal year ended December 31, 1997, as amended, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended.

                  (b) Registrant's Quarterly Reports on Form 10-QSB for the 
fiscal quarters ended March 31, 1998, June 30, 1998 and September 30, 1998, as 
amended.

                  (c) Registrant's Current Reports on Form 8-K dated March 9,
1999, December 30, 1998, December 3, 1998, September 21, 1998, August 21, 1998,
July 10, 1998, June 3, 1998, March 12, 1998, February 9, 1998 and January 16, 
1998.
  
                  (d) The description of Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the Commission on February 7,
1997 under Section 12 of the Securities Exchange Act of 1934.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

Item 4.   DESCRIPTION OF SECURITIES

         Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.

Item 5.   INTEREST OF NAMED EXPERTS AND COUNSEL

         None.

                                       3

<PAGE>

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). Article VII of the Registrant's Bylaws provides for
mandatory indemnification of its directors and permissible indemnification of
its officers, employees and other agents to the maximum extent permitted by the
Delaware General Corporation Law. The Registrant has entered into
Indemnification agreements with its officers and directors with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law. Reference is also made to Section XII B of the Investor Rights
agreement, which contains provisions indemnifying officers and directors of the
Registrant against certain liabilities. Reference is also made to the
Underwriting Agreements entered into in connection with the Company's initial
public offering indemnifying officers and directors of the Company and other
persons against certain liabilities, including those arising under the Act.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.   EXHIBITS

         Exhibit
         Number            Description of Document
         -------           --------------------------------------------------
         4.1               Form of Common Stock Certificate (incorporated 
                           herein by reference to Exhibit 4.1 of the 
                           Registrant's Registration Statement on Form SB-2 
                           (File No. 333-18291), as amended.)

         4.2               1999 Consultant Stock Plan

         5.1               Opinion of counsel  re: legality of securities
                           being registered

         23.1              Consent of Ernst & Young LLP

         23.2              Consent of Counsel (included in Exhibit 5.1).


                                       4

<PAGE>

Item 9.   UNDERTAKINGS

         (a)  The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

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

                           (ii)   To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the 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 to such information in the registration
statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not


                                       5
<PAGE>
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, 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 of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the act and
will be governed by the final adjudication of such issue.


                                       6

<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Washington, D.C., on the 8th day of March, 1999.


                           COMPLETE WELLNESS CENTERS, INC.
                           By /s/ Joseph Raymond, Jr.
                           -------------------------------------------
                           Joseph Raymond, Jr., Chairman of the Board
                           and Chief Executive Officer and Director

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

                                       7

<PAGE>


      Signature                                                 Date

/s/ Joseph Raymond, Jr.                                     March 8, 1999
-------------------------
Name: Joseph Raymond, Jr.
Title: Chairman and Chief Executive Officer and Director
(Principal Executive Officer)

/s/ Sergio Vallejo                                          March 8, 1999
-------------------------
Name: Sergio Vallejo
Title: Chief Operating Officer and Director

/s/ Eric Kaplan                                             March 8, 1999
-------------------------
Name: Eric Kaplan
Title: President and Director

/s/ Michael Brigante                                        March 8, 1999
-------------------------
Name: Michael Brigante
Title: Chief Financial Officer
(Principal Accounting and Financial Officer

/s/ Scott Conover                                           March 8, 1999
-------------------------
Name: Scott Conover
Title: General Counsel and Treasurer

/s/ E. Eugene Sharer                                        March 8, 1999
-------------------------
Name: E. Eugene Sharer
Title: Director

/s/ Robert Mrazek                                           March 8, 1999
-------------------------
Name: Robert Mrazek
Title: Director

/s/ Kenneth A. Rubin                                        March 8, 1999
-------------------------
Name: Kenneth A. Rubin
Title: Director

/s/ Frank Goveia                                            March 8, 1999
-------------------------
Name: Frank Goveia
Title: Director

/s/ Joseph M. Jacobs                                        March 8, 1999
-------------------------
Name: Joseph M. Jacobs
Title: Director

                                       8

<PAGE>

/s/ Jay L. Maymudes                                         March 8, 1999
-------------------------
Name: Jay L. Maymudes
Title: Director

/s/ Arthur H. Amron                                         March 8, 1999
-------------------------
Name: Arthur H. Amron
Title: Director

/s/ Paul M. Jacob                                           March 8, 1999
-------------------------
Name: Paul M. Jacob
Title: Director

/s/ Douglas J. Lambert                                      March 8, 1999
-------------------------
Name: Douglas J. Lambert
Title: Director

/s/ Frederick B. Simon                                      March 8, 1999
-------------------------
Name: Frederick B. Simon
Title: Director

                                       9

<PAGE>

                             INDEX TO EXHIBITS


         Exhibit
         Number            Description of Document
         -------           ------------------------------------------------
         4.1               Form of Common Stock Certificate (incorporated 
                           herein by reference to Exhibit 4.1 of the 
                           Registrant's Registration Statement on Form SB-2 
                           (File No.  333-18291), as amended.)


         4.2               1999 Consultant Stock Plan

         5.1               Opinion of counsel re: legality of securities being
                           registered

         23.1              Consent of Ernst & Young LLP

         23.2              Consent of Counsel (included in Exhibit 5.1).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15364}]
{"company-data": {"conformed-name": "COMPLETE WELLNESS CENTERS INC", "cik": "0001022828", "assigned-sic": "8090", "irs-number": "521910135", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74137", "film-number": "99561071"}, "business-address": {"street1": "666 11TH ST N W SUITE 200", "city": "WASHINGTON", "state": "DC", "zip": "20001", "phone": "2026399700"}, "mail-address": {"street1": "666 11TH STREET N W", "street2": "SUITE 200", "city": "WASHINGTON", "state": "DC", "zip": "20001"}}
As filed with the Securities and Exchange Commission on March 8, 1999

                  Registration Statement No. 333-__________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          COMPLETE WELLNESS CENTERS, INC.
             (Exact name of registrant as specified in its charter)

                            Delaware                    52-1910135
                (State or other jurisdiction of     (I.R.S. Employer
                incorporation or organization)      Identification No.)

          666 11TH STREET, N.W., SUITE 200,
             WASHINGTON, D.C. 20001                     D.C. 20001
       (Address of Principal Executive Offices)         (Zip Code)

                           1999 CONSULTANT STOCK PLAN
                            (Full title of the Plans)

           Joseph Raymond, Jr., Chairman and Chief Executive Officer
                            666 11TH STREET, N.W.
                                  SUITE 200,
                            WASHINGTON, D.C. 20001
         (Name and address, including zip code of agent for services)

                                (202) 639-9700
        (Telephone number, including area code, of agent for service)

                                  Copies to:
                              Hank Gracin, Esq.
                              Lehman & Eilen LLP
                    50 Charles Lindbergh Blvd., Suite 505
                             Uniondale, NY 11553

Ifany of the securities being registered on this form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 of the Securities Act of
                      1933, check the following box. [X]

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

                               Page 1 of 9 pages
                             Exhibit Index at page 4
CALCULATION OF REGISTRATION FEE
Proposed         Proposed
Amount of                           Maximum          Maximum
Title of Securities                 Amount           Offering        Aggregate
Registration                        to be            Price Per       Offering
to be Registered                    Registered       Share*          Price*
Fee
--------------------------------------------------------------------------------
Common Stock, $.0001665 par
value, under the 1999
Consultant Stock Plan                475,000         $2.00            $950,000

                  TOTALS             475,000                          $950,000
                                     =======                          ==========
*Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457, on the basis of the closing sales price of the Registrant's Common
Stock as reported on NASDAQ on March 4, 1999.
2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference in this
registration statement.

                  (a)  Registrant's  Annual  Report on Form  10-KSB for the 
fiscal year ended December 31, 1997, as amended, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended.

                  (b) Registrant's Quarterly Reports on Form 10-QSB for the 
fiscal quarters ended March 31, 1998, June 30, 1998 and September 30, 1998, as 
amended.

                  (c) Registrant's Current Reports on Form 8-K dated March 9,
1999, December 30, 1998, December 3, 1998, September 21, 1998, August 21, 1998,
July 10, 1998, June 3, 1998, March 12, 1998, February 9, 1998 and January 16, 
1998.
  
                  (d) The description of Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the Commission on February 7,
1997 under Section 12 of the Securities Exchange Act of 1934.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

Item 4.   DESCRIPTION OF SECURITIES

         Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.

Item 5.   INTEREST OF NAMED EXPERTS AND COUNSEL

         None.

                                       3
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). Article VII of the Registrant's Bylaws provides for
mandatory indemnification of its directors and permissible indemnification of
its officers, employees and other agents to the maximum extent permitted by the
Delaware General Corporation Law. The Registrant has entered into
Indemnification agreements with its officers and directors with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law. Reference is also made to Section XII B of the Investor Rights
agreement, which contains provisions indemnifying officers and directors of the
Registrant against certain liabilities. Reference is also made to the
Underwriting Agreements entered into in connection with the Company's initial
public offering indemnifying officers and directors of the Company and other
persons against certain liabilities, including those arising under the Act.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.   EXHIBITS

         Exhibit
         Number            Description of Document
         -------           --------------------------------------------------
         4.1               Form of Common Stock Certificate (incorporated 
                           herein by reference to Exhibit 4.1 of the 
                           Registrant's Registration Statement on Form SB-2 
                           (File No. 333-18291), as amended.)

         4.2               1999 Consultant Stock Plan

         5.1               Opinion of counsel  re: legality of securities
                           being registered

         23.1              Consent of Ernst & Young LLP

         23.2              Consent of Counsel (included in Exhibit 5.1).

                                       4
Item 9.   UNDERTAKINGS

         (a)  The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

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

                           (ii)   To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the 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 to such information in the registration
statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not

                                       5
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, 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 of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the act and
will be governed by the final adjudication of such issue.

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Washington, D.C., on the 8th day of March, 1999.

                           COMPLETE WELLNESS CENTERS, INC.
                           By /s/ Joseph Raymond, Jr.
                           -------------------------------------------
                           Joseph Raymond, Jr., Chairman of the Board
                           and Chief Executive Officer and Director

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

                                       7
Signature                                                 Date

/s/ Joseph Raymond, Jr.                                     March 8, 1999
-------------------------
Name: Joseph Raymond, Jr.
Title: Chairman and Chief Executive Officer and Director
(Principal Executive Officer)

/s/ Sergio Vallejo                                          March 8, 1999
-------------------------
Name: Sergio Vallejo
Title: Chief Operating Officer and Director

/s/ Eric Kaplan                                             March 8, 1999
-------------------------
Name: Eric Kaplan
Title: President and Director

/s/ Michael Brigante                                        March 8, 1999
-------------------------
Name: Michael Brigante
Title: Chief Financial Officer
(Principal Accounting and Financial Officer

/s/ Scott Conover                                           March 8, 1999
-------------------------
Name: Scott Conover
Title: General Counsel and Treasurer

/s/ E. Eugene Sharer                                        March 8, 1999
-------------------------
Name: E. Eugene Sharer
Title: Director

/s/ Robert Mrazek                                           March 8, 1999
-------------------------
Name: Robert Mrazek
Title: Director

/s/ Kenneth A. Rubin                                        March 8, 1999
-------------------------
Name: Kenneth A. Rubin
Title: Director

/s/ Frank Goveia                                            March 8, 1999
-------------------------
Name: Frank Goveia
Title: Director

/s/ Joseph M. Jacobs                                        March 8, 1999
-------------------------
Name: Joseph M. Jacobs
Title: Director

                                       8
/s/ Jay L. Maymudes                                         March 8, 1999
-------------------------
Name: Jay L. Maymudes
Title: Director

/s/ Arthur H. Amron                                         March 8, 1999
-------------------------
Name: Arthur H. Amron
Title: Director

/s/ Paul M. Jacob                                           March 8, 1999
-------------------------
Name: Paul M. Jacob
Title: Director

/s/ Douglas J. Lambert                                      March 8, 1999
-------------------------
Name: Douglas J. Lambert
Title: Director

/s/ Frederick B. Simon                                      March 8, 1999
-------------------------
Name: Frederick B. Simon
Title: Director

                                       9
INDEX TO EXHIBITS

         Exhibit
         Number            Description of Document
         -------           ------------------------------------------------
         4.1               Form of Common Stock Certificate (incorporated 
                           herein by reference to Exhibit 4.1 of the 
                           Registrant's Registration Statement on Form SB-2 
                           (File No.  333-18291), as amended.)

         4.2               1999 Consultant Stock Plan

         5.1               Opinion of counsel re: legality of securities being
                           registered

         23.1              Consent of Ernst & Young LLP

         23.2              Consent of Counsel (included in Exhibit 5.1).