<PAGE>   1


As filed with the U.S. Securities and Exchange Commission on September 9, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                                    DMI, Inc.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in Its Charter)


            Colorado                                        95-3500183
- --------------------------------------------------------------------------------
  (State or other jurisdiction of                         (IRS Employer
   Incorporation or Organization)                       Identification No.)


                2501 W. Fifth Street, Santa Ana, California 92703
- --------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)


                   Consulting Agreements with Daniel Luciano,
              Richard E. Stahl, William Hayde, and Richard O. Weed
- --------------------------------------------------------------------------------
                            (Full title of the plan)


        Duncan MacDonald, Chief Financial Officer, 2501 W. Fifth Street,
                          Santa Ana, California 92703
- --------------------------------------------------------------------------------
                     (Name and address of agent for service)


                                 (714) 571-1900
- --------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)




<PAGE>   2



                         CALCULATION OF REGISTRATION FEE

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

<TABLE>
<CAPTION>

                                                       PROPOSED             PROPOSED
  TITLE OF SECURITIES      AMOUNT OF SHARES        MAXIMUM OFFERING     MAXIMUM AGGREGATE        AMOUNT OF
   TO BE REGISTERED        TO BE REGISTERED       PRICE PER SHARE(1)    OFFERING PRICE(1)    REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
<S>                         <C>                       <C>                   <C>               <C>
no par value
common stock                    38,000                  $0.10                  $3,800                $1.15
- -------------------------------------------------------------------------------------------------------------
no par value
common stock                    697,508                 $0.10                 $69,751               $21.14
- -------------------------------------------------------------------------------------------------------------
no par value
common stock                    697,508                 $0.10                 $69,751               $21.14
- -------------------------------------------------------------------------------------------------------------
no par value
common stock                    350,000                 $0.10                 $35,000               $10.61
- -------------------------------------------------------------------------------------------------------------
TOTALS                         1,783,016                 N/A                  $178,302              $54.04
- -------------------------------------------------------------------------------------------------------------

</TABLE>


Total Number of Pages: 36
Exhibit Index on Page No.: 14

(1)      This calculation is made solely for the purposes of determining the
         registration fee pursuant to the provisions of Rule 457(h) under the
         Securities Act and is calculated on the basis of either (a) the average
         of the high and low prices per share of the Common Stock as of a date
         within five business days prior to the filing of this Registration
         Statement.




                                       2

<PAGE>   3



FRONT OF REGISTRATION STATEMENT AND OUTSIDE FRONT COVER OF PROSPECTUS

                               REOFFER PROSPECTUS

                                    DMI, INC.
                2501 W. Fifth Street, Santa Ana, California 92703

                        1,783,016 SHARES OF COMMON STOCK

         This Prospectus relates to the offer and sale by certain Selling
Security Holders of DMI, Inc., a Colorado corporation (the "Company"), of shares
of the Company's no par value common stock (the "Common Stock"). The Common
Stock offered by the Selling Security Holders was issued to certain consultants
(collectively the "Consultants") pursuant to agreements entered into between the
Company and the Consultants. The Company is registering, on behalf of the
Selling Security Holders, 1,783,016 shares of Common Stock.

         THE RISK FACTORS SECTION OF THIS PROSPECTUS IS FOUND ON PAGE 6.

         The Common Stock is listed on the OTC bulletin board under the symbol
"DMIN".

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.

<TABLE>
<CAPTION>
                                                       UNDERWRITING DISCOUNTS AND     PROCEEDS TO ISSUER OR
     PER UNIT TOTAL             PRICE TO PUBLIC                COMMISSIONS                 OTHER PERSONS
     --------------             ---------------        --------------------------     ---------------------
<S>                             <C>                            <C>                     <C>
       Per Share                 Market Price                      -0-                     Market Price

</TABLE>

THE PURCHASE OF THESE SHARES INVOLVES A HIGH DEGREE OF RISK. PRIOR TO PURCHASE
EACH PROSPECTIVE INVESTOR SHOULD CONSIDER VERY CAREFULLY THE INFORMATION
PRESENTED UNDER THE CAPTION RISK FACTORS AS WELL AS THE OTHER INFORMATION SET
FORTH HEREIN.

                The date of this Prospectus is September 9, 1997.



                                       3

<PAGE>   4



INSIDE FRONT AND OUTSIDE BACK COVER PAGES OF PROSPECTUS

         This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: DMI, Inc. 2501 W.
Fifth Street, Santa Ana, California 92703, Telephone (714) 571-1900.

         The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission. These
reports, as well as the proxy statements, information statements and other
information filed by the Company under the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W. Washington D.C. 20549. Copies may be obtained at the
prescribed rates. In addition, the Common Stock is quoted on the automated
quotation system maintained by the National Association of Securities Dealers,
Inc. ("NASD"); thus, copies of these reports, proxy statements, information
statements and other information may also be examined at the offices of the NASD
at 1735 K. Street, N.W. Washington, D.C. 20549.

         No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.



                                       4


<PAGE>   5



TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
FRONT OF REGISTRATION STATEMENT AND OUTSIDE FRONT COVER OF PROSPECTUS.............................................3

INSIDE FRONT AND OUTSIDE BACK COVER PAGES OF PROSPECTUS...........................................................4

PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS.......................................................6

SUMMARY INFORMATION AND RISK FACTORS..............................................................................6

THE COMPANY.......................................................................................................6

RISK FACTORS......................................................................................................6

USE OF PROCEEDS...................................................................................................6

DETERMINATION OF OFFERING PRICE...................................................................................6

DILUTION..........................................................................................................6

SELLING SECURITY HOLDERS..........................................................................................7

PLAN OF DISTRIBUTION..............................................................................................7

DESCRIPTION OF THE SECURITIES TO BE REGISTERED....................................................................8

INTERESTS OF NAMED EXPERTS AND COUNSEL............................................................................8

MATERIAL CHANGES..................................................................................................8

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.................................................................8

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES...............................9

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT........................................................9

INCORPORATION OF DOCUMENTS BY REFERENCE...........................................................................9

DESCRIPTION OF SECURITIES.........................................................................................9

INTERESTS OF NAMED EXPERTS AND COUNSEL...........................................................................10

INDEMNIFICATION OF DIRECTORS AND OFFICERS........................................................................10

EXEMPTION FROM REGISTRATION CLAIMED..............................................................................11

EXHIBITS.........................................................................................................11

UNDERTAKINGS.....................................................................................................11

SIGNATURES.......................................................................................................13

EXHIBIT INDEX....................................................................................................14
</TABLE>



                                       5

<PAGE>   6



PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
SUMMARY INFORMATION AND RISK FACTORS
THE COMPANY

         The Company has its principal executive offices at: 2501 W. Fifth
Street, Santa Ana, California 92703, Telephone (714) 571-1900.

RISK FACTORS

         The Company has not had any profit from operations in the last 3 fiscal
years.

         The Company has a poor financial position.

         The Company has minimal revenue from operations.

         The Company recently acquired a new operating subsidiary that has a
history of operating losses and a poor financial condition.

         The securities offered are speculative and involve a high degree of
risk.

USE OF PROCEEDS

         The Company will not receive any of the proceeds from this offering.

DETERMINATION OF OFFERING PRICE

         The Selling Security Holders have indicated that they intend to sell
the securities covered by this Registration Statement and Prospectus from time
to time at prevailing market prices.

DILUTION

         Not applicable.



                                       6


<PAGE>   7



SELLING SECURITY HOLDERS

<TABLE>
<CAPTION>

NAME OF EACH SELLING          THE POSITION, OFFICE, OR   THE AMOUNT OF EACH    THE AMOUNT    THE AMOUNT AND (IF ONE
SECURITY HOLDER               OTHER MATERIAL             CLASS OF SECURITIES   TO BE         PERCENT OR MORE) THE
                              RELATIONSHIP WHICH THE     OWNED BY SUCH         OFFERED FOR   PERCENTAGE OF THE
                              SELLING SECURITY HOLDER    SELLING SECURITY      THE SECURITY  CLASS TO BE OWNED BY
                              HAS HAD WITHIN THE PAST    HOLDER BEFORE THE     HOLDER'S      SUCH SECURITY HOLDER
                              THREE YEARS WITH THE       OFFERING              ACCOUNT       AFTER THE OFFERING IS
                              COMPANY OR ANY OF ITS                                          COMPLETE
                              PREDECESSORS OR
                              AFFILIATES, IF ANY
- ---------------------------------------------------------------------------------------------------------------------
<S>                           <C>                           <C>                 <C>             <C>                
Daniel Luciano                                    Lawyer        38,000            38,000               ---
Richard E. Stahl                        Public Relations       1,300,000          697,508            602,492
William Hayde                           Public Relations       1,000,000          697,508            302,492
Richard O. Weed                                   Lawyer        350,000           350,000             ----

- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

PLAN OF DISTRIBUTION

         The Company has been advised by the Selling Security Holders that they
may offer the Shares for sale at any time or from time to time. Such sales may
be made in the over-the-counter market, or in privately negotiated transactions.
Sales of shares in the over-the-counter market may be by means of one or more of
the following: (a) a block trade in which a broker or dealer will attempt to
sell the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a dealer as principal
and resale by such dealer for its account pursuant to this prospectus; and (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Security Holders may arrange for other brokers or dealers to participate.

         The Selling Security Holders have advised the Company that they have
made no agreement or arrangements with any underwriters, brokers or dealers
regarding the resale of the shares prior to the date of this Prospectus. Shares
may be sold from time to time to purchasers directly by any of the Selling
Security Holders. Alternatively, subject to the overriding requirements of Rule
144, if applicable, the Selling Security Holders may from time to time offer the
shares through underwriters, dealers or agents, who may receive compensation in
the form of discounts and commissions. Such compensation, which may be in excess
of ordinary brokerage commissions, may be paid by the Selling Security Holders
and/or the purchasers of the shares for whom such underwriters, dealers or
agents may act. The Selling Security Holders and any dealers or agents that
participate in the distribution of the shares may be deemed to be "underwriters"
as defined in the 1933 Act and any profit on the sale of the shares by them and
any discounts, commissions or concessions received by any such dealers or agents
might be deemed to be underwriting discounts and commissions under the 1933 Act.


                                       7
<PAGE>   8


         Shares may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices. The Company will pay all of the
expenses incident to the offering and sale of the shares to the public other
than commissions and discounts of underwriters, dealers or agents, if any.

         If the Company is notified by the Selling Security Holders that any
material arrangement has been entered into with an underwriter for the sale of
shares a supplemental prospectus will be filed, if required, disclosing such of
the following information as the Company believes appropriate; (i) the name of
the participating underwriter; (ii) the number of shares involved; (iii) the
price at which such shares are sold; (iv) the commissions paid or discounts or
concessions allowed to such underwriter; and (v) other facts material to the
transaction.

DESCRIPTION OF THE SECURITIES TO BE REGISTERED

         No description of the class of securities (i.e. the no par value Common
Stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.

INTERESTS OF NAMED EXPERTS AND COUNSEL

         The financial statements for the year ended December 31, 1996,
incorporated by reference in this prospectus, have been audited by Haskell &
White LLP, independent certified public accountants, to the extent set forth in
their report incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.

         The financial statements for the year ended December 31, 1995,
incorporated by reference in this prospectus, have been audited by Coopers &
Lybrand, L.L.P., independent certified public accountants, to the extent set
forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.

MATERIAL CHANGES

         None.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The Company hereby incorporates by reference (i) its annual report on
Form 10-KSB for the year ended December 31, 1996, filed pursuant to Section 13
of the Exchange Act, (ii) any and all Forms 10-Q (or 10-QSB) filed under the
Securities or Exchange Act subsequent to any filed Form 10K (or 10-KSB), as well
as all other reports filed under Section 13 of the Exchange Act, and the
Company's Form 8-A filings, and (iii) its annual report, if any, to shareholders
delivered pursuant to Rule 14a-3 of the Exchange Act. In addition, all further
documents filed by the 


                                       8

<PAGE>   9

Company pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to the
termination of this offering are deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing. All documents
which when together, constitute this Prospectus, will be sent or given to
participants by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

         A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: DMI, Inc. 2501 W. Fifth Street, Santa Ana, California
92703, Telephone (714) 571-1900.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION OF DOCUMENTS BY REFERENCE

         Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

             (a) Registrant's latest Annual Report, whether filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act;

             (b) All other reports filed pursuant to Section 13(a) or 15(d) of
         the Exchange Act since the end of the fiscal year covered by annual
         report referred to in (a), above; and

             (c) The latest prospectus filed pursuant to Rule 424(b) under the
         Securities Act.

DESCRIPTION OF SECURITIES

         No description of the class of securities (i.e. the no par value Common
Stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.



                                       9
<PAGE>   10

INTERESTS OF NAMED EXPERTS AND COUNSEL

         The financial statements for the year ended December 31, 1996,
incorporated by reference in this prospectus, have been audited by Haskell &
White LLP, independent certified public accountants, to the extent set forth in
their report incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.

         The financial statements for the year ended December 31, 1995,
incorporated by reference in this prospectus, have been audited by Coopers &
Lybrand, L.L.P., independent certified public accountants, to the extent set
forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Colorado Corporation Code ("Code") provides that an officer and
director of the Company shall not be held personally liable for any injury to
any person or property arising out of a tort committed by an employee of the
Company unless the officer and director was personally involved in the situation
giving rise to the litigation or unless the officer or director committed a
criminal offense. This section of the Code does not restrict other common law
protection and rights the officer or director may have. The Code further
provides that company may eliminate or limit the personal liability of a
director to the corporation or to its shareholders for monetary damages
resulting from a breach of fiduciary responsibility as a director.

         Article VI of the By Laws of the Company provides as follows:

         Each Director and Officer of this Corporation, and each person who
shall serve at its request as a Director or Officer of another corporation in
which this corporation owns shares or capital stock or of which it is a
creditor' whether or not then in office. and his personal representatives' shall
he indemnified by the Corporation against all costs and expenses actually and
necessarily incurred by him in connection with the defense of any action suit or
proceeding in which he may be involved or to which he may be a party by reason
of his being or having been such Officer or Director. except in relation to
matters as to which he shall be finally adjudged in such action suit or
proceeding to be liable for negligence or misconduct in the performance of duty.
Such costs and expenses shall include amounts reasonably paid in settlement for
(he purposes of curtailing costs of litigation but only if the Corporation is
advised in writing by its counsel that in his opinion the person indemnified did
not commit such negligence or misconduct. The foregoing right of indemnification
shall not be exclusive of other rights to which he may be entitled to as a
matter of' law or by agreement."



                                       10

<PAGE>   11



EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

EXHIBITS

             (A) The following exhibits are filed as part of this registration
         statement pursuant to Item 601 of Regulation S-K and are specifically
         incorporated herein by this reference:


<TABLE>
<CAPTION>
EXHIBIT NO.       TITLE
- -----------       -----
<S>               <C>
10.A.             Engagement for Legal Services between Daniel H. Luciano and the Company
10.B.             Consulting Agreement between the Company and Richard E. Stahl
10.C.             Consulting Agreement between the Company and William Hayde
10.D.             Fee Agreement with Richard O. Weed
24.1              Consent of Haskell & White LLP
24.2              Consent of Coopers & Lybrand, L.L.P.

</TABLE>

UNDERTAKINGS

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 Act and will be governed by the final adjudication of such
issue.

         Registrant hereby undertakes:

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

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

             (II) 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, represents a fundamental change in the
                  information set forth in the registration statement; and

                                       11

<PAGE>   12


            (III) 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, paragraphs (i) and (ii) shall not apply if
                  the information required to be included in a post-effective
                  amendment by those paragraph is incorporated by reference from
                  period reports filed by the registrant small business issuer
                  under the Exchange Act.

         (2) That, for the purpose of determining any liability under the
             Securities Act, each post-effective amendment to 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.

         (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.

         (4) To deliver or cause to be delivered with the prospectus, to each
             person to whom the prospectus is sent or given, the latest annual
             report to security holders that is incorporated by reference in the
             prospectus and furnished pursuant to and meeting the requirements
             of Rule 14a-3 or Rule 14e-3 under the Securities Exchange Act of
             1934; and, where interim financial information require to be
             presented by Article 3 of Regulation S-X is not set forth in the
             prospectus, to deliver, or cause to be delivered to each person to
             whom the prospectus is sent or given, the latest quarterly report
             that is specifically incorporated by reference in the prospectus to
             provide such interim financial information.

         Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities 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.


                                       12

<PAGE>   13



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 the City of Santa Ana, State of California on the 4th day of
September, 1997.

                                            DMI, INC.
                                            (Registrant)



                                            By: /s/ DUNCAN MACDONALD
                                                --------------------------------
                                                Name: Duncan MacDonald
                                                Title: Chief Financial Offier


         Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:


         Signatures                  Title                    Date
         ----------                  -----                    ----

         /s/ DUNCAN MACDONALD
         -----------------------     Chief Financial Offier   September 9, 1997
         Duncan MacDonald            and Director


         /s/ ELVIN A. ROSE
         -----------------------     Director                 September 9, 1997
         Elvin A. Rose



                                       13

<PAGE>   14



EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:


<TABLE>
<CAPTION>

EXHIBIT NUMBER IN
REGISTRATION                                                                            NUMBERED
STATEMENT               DESCRIPTION                                                       PAGE
- ---------               -----------                                                       ----
<S>                     <C>                                                               <C>

10.1                    Engagement for Legal Services between Daniel H. Luciano
                        and the Company

10.2                    Consulting Agreement between the Company and Richard E. Stahl

10.3                    Consulting Agreement between the Company and William Hayde

10.4                    Fee Agreement with Richard O. Weed

24.1                    Consent of Haskell & White LLP

24.2                    Consent of Coopers & Lybrand, L.L.P.

</TABLE>


                                       14
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 33879}]
{"company-data": {"conformed-name": "DMI INC /CO/", "cik": "0000796337", "assigned-sic": "3572", "irs-number": "933500183", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-35217", "film-number": "97677565"}, "business-address": {"street1": "2501 W FIFTH ST", "city": "SANTA ANA", "state": "CA", "zip": "92703", "phone": "7145711900"}, "mail-address": {"street1": "2501 W FIFTH STREET", "city": "SANTA ANA", "state": "CA", "zip": "92703"}, "former-company": {"former-conformed-name": "VICEROY VENTURES LTD", "date-changed": "19871028"}}
1

As filed with the U.S. Securities and Exchange Commission on September 9, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                                    DMI, Inc.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in Its Charter)

            Colorado                                        95-3500183
- --------------------------------------------------------------------------------
  (State or other jurisdiction of                         (IRS Employer
   Incorporation or Organization)                       Identification No.)

                2501 W. Fifth Street, Santa Ana, California 92703
- --------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

                   Consulting Agreements with Daniel Luciano,
              Richard E. Stahl, William Hayde, and Richard O. Weed
- --------------------------------------------------------------------------------
                            (Full title of the plan)

        Duncan MacDonald, Chief Financial Officer, 2501 W. Fifth Street,
                          Santa Ana, California 92703
- --------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (714) 571-1900
- --------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
2

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
PROPOSED             PROPOSED
  TITLE OF SECURITIES      AMOUNT OF SHARES        MAXIMUM OFFERING     MAXIMUM AGGREGATE        AMOUNT OF
   TO BE REGISTERED        TO BE REGISTERED       PRICE PER SHARE(1)    OFFERING PRICE(1)    REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
no par value
common stock                    38,000                  $0.10                  $3,800                $1.15
- -------------------------------------------------------------------------------------------------------------
no par value
common stock                    697,508                 $0.10                 $69,751               $21.14
- -------------------------------------------------------------------------------------------------------------
no par value
common stock                    697,508                 $0.10                 $69,751               $21.14
- -------------------------------------------------------------------------------------------------------------
no par value
common stock                    350,000                 $0.10                 $35,000               $10.61
- -------------------------------------------------------------------------------------------------------------
TOTALS                         1,783,016                 N/A                  $178,302              $54.04
- -------------------------------------------------------------------------------------------------------------
Total Number of Pages: 36
Exhibit Index on Page No.: 14

(1)      This calculation is made solely for the purposes of determining the
         registration fee pursuant to the provisions of Rule 457(h) under the
         Securities Act and is calculated on the basis of either (a) the average
         of the high and low prices per share of the Common Stock as of a date
         within five business days prior to the filing of this Registration
         Statement.

                                       2
3

FRONT OF REGISTRATION STATEMENT AND OUTSIDE FRONT COVER OF PROSPECTUS

                               REOFFER PROSPECTUS

                                    DMI, INC.
                2501 W. Fifth Street, Santa Ana, California 92703

                        1,783,016 SHARES OF COMMON STOCK

         This Prospectus relates to the offer and sale by certain Selling
Security Holders of DMI, Inc., a Colorado corporation (the "Company"), of shares
of the Company's no par value common stock (the "Common Stock"). The Common
Stock offered by the Selling Security Holders was issued to certain consultants
(collectively the "Consultants") pursuant to agreements entered into between the
Company and the Consultants. The Company is registering, on behalf of the
Selling Security Holders, 1,783,016 shares of Common Stock.

         THE RISK FACTORS SECTION OF THIS PROSPECTUS IS FOUND ON PAGE 6.

         The Common Stock is listed on the OTC bulletin board under the symbol
"DMIN".

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.
UNDERWRITING DISCOUNTS AND     PROCEEDS TO ISSUER OR
     PER UNIT TOTAL             PRICE TO PUBLIC                COMMISSIONS                 OTHER PERSONS
     --------------             ---------------        --------------------------     ---------------------
Per Share                 Market Price                      -0-                     Market Price
THE PURCHASE OF THESE SHARES INVOLVES A HIGH DEGREE OF RISK. PRIOR TO PURCHASE
EACH PROSPECTIVE INVESTOR SHOULD CONSIDER VERY CAREFULLY THE INFORMATION
PRESENTED UNDER THE CAPTION RISK FACTORS AS WELL AS THE OTHER INFORMATION SET
FORTH HEREIN.

                The date of this Prospectus is September 9, 1997.

                                       3
4

INSIDE FRONT AND OUTSIDE BACK COVER PAGES OF PROSPECTUS

         This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: DMI, Inc. 2501 W.
Fifth Street, Santa Ana, California 92703, Telephone (714) 571-1900.

         The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission. These
reports, as well as the proxy statements, information statements and other
information filed by the Company under the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W. Washington D.C. 20549. Copies may be obtained at the
prescribed rates. In addition, the Common Stock is quoted on the automated
quotation system maintained by the National Association of Securities Dealers,
Inc. ("NASD"); thus, copies of these reports, proxy statements, information
statements and other information may also be examined at the offices of the NASD
at 1735 K. Street, N.W. Washington, D.C. 20549.

         No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                       4
5

TABLE OF CONTENTS
FRONT OF REGISTRATION STATEMENT AND OUTSIDE FRONT COVER OF PROSPECTUS.............................................3

INSIDE FRONT AND OUTSIDE BACK COVER PAGES OF PROSPECTUS...........................................................4

PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS.......................................................6

SUMMARY INFORMATION AND RISK FACTORS..............................................................................6

THE COMPANY.......................................................................................................6

RISK FACTORS......................................................................................................6

USE OF PROCEEDS...................................................................................................6

DETERMINATION OF OFFERING PRICE...................................................................................6

DILUTION..........................................................................................................6

SELLING SECURITY HOLDERS..........................................................................................7

PLAN OF DISTRIBUTION..............................................................................................7

DESCRIPTION OF THE SECURITIES TO BE REGISTERED....................................................................8

INTERESTS OF NAMED EXPERTS AND COUNSEL............................................................................8

MATERIAL CHANGES..................................................................................................8

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.................................................................8

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES...............................9

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT........................................................9

INCORPORATION OF DOCUMENTS BY REFERENCE...........................................................................9

DESCRIPTION OF SECURITIES.........................................................................................9

INTERESTS OF NAMED EXPERTS AND COUNSEL...........................................................................10

INDEMNIFICATION OF DIRECTORS AND OFFICERS........................................................................10

EXEMPTION FROM REGISTRATION CLAIMED..............................................................................11

EXHIBITS.........................................................................................................11

UNDERTAKINGS.....................................................................................................11

SIGNATURES.......................................................................................................13

EXHIBIT INDEX....................................................................................................14
5
6

PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
SUMMARY INFORMATION AND RISK FACTORS
THE COMPANY

         The Company has its principal executive offices at: 2501 W. Fifth
Street, Santa Ana, California 92703, Telephone (714) 571-1900.

RISK FACTORS

         The Company has not had any profit from operations in the last 3 fiscal
years.

         The Company has a poor financial position.

         The Company has minimal revenue from operations.

         The Company recently acquired a new operating subsidiary that has a
history of operating losses and a poor financial condition.

         The securities offered are speculative and involve a high degree of
risk.

USE OF PROCEEDS

         The Company will not receive any of the proceeds from this offering.

DETERMINATION OF OFFERING PRICE

         The Selling Security Holders have indicated that they intend to sell
the securities covered by this Registration Statement and Prospectus from time
to time at prevailing market prices.

DILUTION

         Not applicable.

                                       6
7

SELLING SECURITY HOLDERS
NAME OF EACH SELLING          THE POSITION, OFFICE, OR   THE AMOUNT OF EACH    THE AMOUNT    THE AMOUNT AND (IF ONE
SECURITY HOLDER               OTHER MATERIAL             CLASS OF SECURITIES   TO BE         PERCENT OR MORE) THE
                              RELATIONSHIP WHICH THE     OWNED BY SUCH         OFFERED FOR   PERCENTAGE OF THE
                              SELLING SECURITY HOLDER    SELLING SECURITY      THE SECURITY  CLASS TO BE OWNED BY
                              HAS HAD WITHIN THE PAST    HOLDER BEFORE THE     HOLDER'S      SUCH SECURITY HOLDER
                              THREE YEARS WITH THE       OFFERING              ACCOUNT       AFTER THE OFFERING IS
                              COMPANY OR ANY OF ITS                                          COMPLETE
                              PREDECESSORS OR
                              AFFILIATES, IF ANY
- ---------------------------------------------------------------------------------------------------------------------
Daniel Luciano                                    Lawyer        38,000            38,000               ---
Richard E. Stahl                        Public Relations       1,300,000          697,508            602,492
William Hayde                           Public Relations       1,000,000          697,508            302,492
Richard O. Weed                                   Lawyer        350,000           350,000             ----

- ---------------------------------------------------------------------------------------------------------------------
PLAN OF DISTRIBUTION

         The Company has been advised by the Selling Security Holders that they
may offer the Shares for sale at any time or from time to time. Such sales may
be made in the over-the-counter market, or in privately negotiated transactions.
Sales of shares in the over-the-counter market may be by means of one or more of
the following: (a) a block trade in which a broker or dealer will attempt to
sell the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a dealer as principal
and resale by such dealer for its account pursuant to this prospectus; and (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Security Holders may arrange for other brokers or dealers to participate.

         The Selling Security Holders have advised the Company that they have
made no agreement or arrangements with any underwriters, brokers or dealers
regarding the resale of the shares prior to the date of this Prospectus. Shares
may be sold from time to time to purchasers directly by any of the Selling
Security Holders. Alternatively, subject to the overriding requirements of Rule
144, if applicable, the Selling Security Holders may from time to time offer the
shares through underwriters, dealers or agents, who may receive compensation in
the form of discounts and commissions. Such compensation, which may be in excess
of ordinary brokerage commissions, may be paid by the Selling Security Holders
and/or the purchasers of the shares for whom such underwriters, dealers or
agents may act. The Selling Security Holders and any dealers or agents that
participate in the distribution of the shares may be deemed to be "underwriters"
as defined in the 1933 Act and any profit on the sale of the shares by them and
any discounts, commissions or concessions received by any such dealers or agents
might be deemed to be underwriting discounts and commissions under the 1933 Act.

                                       7
8

         Shares may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices. The Company will pay all of the
expenses incident to the offering and sale of the shares to the public other
than commissions and discounts of underwriters, dealers or agents, if any.

         If the Company is notified by the Selling Security Holders that any
material arrangement has been entered into with an underwriter for the sale of
shares a supplemental prospectus will be filed, if required, disclosing such of
the following information as the Company believes appropriate; (i) the name of
the participating underwriter; (ii) the number of shares involved; (iii) the
price at which such shares are sold; (iv) the commissions paid or discounts or
concessions allowed to such underwriter; and (v) other facts material to the
transaction.

DESCRIPTION OF THE SECURITIES TO BE REGISTERED

         No description of the class of securities (i.e. the no par value Common
Stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.

INTERESTS OF NAMED EXPERTS AND COUNSEL

         The financial statements for the year ended December 31, 1996,
incorporated by reference in this prospectus, have been audited by Haskell &
White LLP, independent certified public accountants, to the extent set forth in
their report incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.

         The financial statements for the year ended December 31, 1995,
incorporated by reference in this prospectus, have been audited by Coopers &
Lybrand, L.L.P., independent certified public accountants, to the extent set
forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.

MATERIAL CHANGES

         None.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The Company hereby incorporates by reference (i) its annual report on
Form 10-KSB for the year ended December 31, 1996, filed pursuant to Section 13
of the Exchange Act, (ii) any and all Forms 10-Q (or 10-QSB) filed under the
Securities or Exchange Act subsequent to any filed Form 10K (or 10-KSB), as well
as all other reports filed under Section 13 of the Exchange Act, and the
Company's Form 8-A filings, and (iii) its annual report, if any, to shareholders
delivered pursuant to Rule 14a-3 of the Exchange Act. In addition, all further
documents filed by the 

                                       8
9

Company pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to the
termination of this offering are deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing. All documents
which when together, constitute this Prospectus, will be sent or given to
participants by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

         A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: DMI, Inc. 2501 W. Fifth Street, Santa Ana, California
92703, Telephone (714) 571-1900.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION OF DOCUMENTS BY REFERENCE

         Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

             (a) Registrant's latest Annual Report, whether filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act;

             (b) All other reports filed pursuant to Section 13(a) or 15(d) of
         the Exchange Act since the end of the fiscal year covered by annual
         report referred to in (a), above; and

             (c) The latest prospectus filed pursuant to Rule 424(b) under the
         Securities Act.

DESCRIPTION OF SECURITIES

         No description of the class of securities (i.e. the no par value Common
Stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.

                                       9
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INTERESTS OF NAMED EXPERTS AND COUNSEL

         The financial statements for the year ended December 31, 1996,
incorporated by reference in this prospectus, have been audited by Haskell &
White LLP, independent certified public accountants, to the extent set forth in
their report incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.

         The financial statements for the year ended December 31, 1995,
incorporated by reference in this prospectus, have been audited by Coopers &
Lybrand, L.L.P., independent certified public accountants, to the extent set
forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Colorado Corporation Code ("Code") provides that an officer and
director of the Company shall not be held personally liable for any injury to
any person or property arising out of a tort committed by an employee of the
Company unless the officer and director was personally involved in the situation
giving rise to the litigation or unless the officer or director committed a
criminal offense. This section of the Code does not restrict other common law
protection and rights the officer or director may have. The Code further
provides that company may eliminate or limit the personal liability of a
director to the corporation or to its shareholders for monetary damages
resulting from a breach of fiduciary responsibility as a director.

         Article VI of the By Laws of the Company provides as follows:

         Each Director and Officer of this Corporation, and each person who
shall serve at its request as a Director or Officer of another corporation in
which this corporation owns shares or capital stock or of which it is a
creditor' whether or not then in office. and his personal representatives' shall
he indemnified by the Corporation against all costs and expenses actually and
necessarily incurred by him in connection with the defense of any action suit or
proceeding in which he may be involved or to which he may be a party by reason
of his being or having been such Officer or Director. except in relation to
matters as to which he shall be finally adjudged in such action suit or
proceeding to be liable for negligence or misconduct in the performance of duty.
Such costs and expenses shall include amounts reasonably paid in settlement for
(he purposes of curtailing costs of litigation but only if the Corporation is
advised in writing by its counsel that in his opinion the person indemnified did
not commit such negligence or misconduct. The foregoing right of indemnification
shall not be exclusive of other rights to which he may be entitled to as a
matter of' law or by agreement."

                                       10
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EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

EXHIBITS

             (A) The following exhibits are filed as part of this registration
         statement pursuant to Item 601 of Regulation S-K and are specifically
         incorporated herein by this reference:
EXHIBIT NO.       TITLE
- -----------       -----
10.A.             Engagement for Legal Services between Daniel H. Luciano and the Company
10.B.             Consulting Agreement between the Company and Richard E. Stahl
10.C.             Consulting Agreement between the Company and William Hayde
10.D.             Fee Agreement with Richard O. Weed
24.1              Consent of Haskell & White LLP
24.2              Consent of Coopers & Lybrand, L.L.P.
UNDERTAKINGS

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 Act and will be governed by the final adjudication of such
issue.

         Registrant hereby undertakes:

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

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

             (II) 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, represents a fundamental change in the
                  information set forth in the registration statement; and

                                       11
12

            (III) 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, paragraphs (i) and (ii) shall not apply if
                  the information required to be included in a post-effective
                  amendment by those paragraph is incorporated by reference from
                  period reports filed by the registrant small business issuer
                  under the Exchange Act.

         (2) That, for the purpose of determining any liability under the
             Securities Act, each post-effective amendment to 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.

         (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.

         (4) To deliver or cause to be delivered with the prospectus, to each
             person to whom the prospectus is sent or given, the latest annual
             report to security holders that is incorporated by reference in the
             prospectus and furnished pursuant to and meeting the requirements
             of Rule 14a-3 or Rule 14e-3 under the Securities Exchange Act of
             1934; and, where interim financial information require to be
             presented by Article 3 of Regulation S-X is not set forth in the
             prospectus, to deliver, or cause to be delivered to each person to
             whom the prospectus is sent or given, the latest quarterly report
             that is specifically incorporated by reference in the prospectus to
             provide such interim financial information.

         Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities 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.

                                       12
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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 the City of Santa Ana, State of California on the 4th day of
September, 1997.

                                            DMI, INC.
                                            (Registrant)

                                            By: /s/ DUNCAN MACDONALD
                                                --------------------------------
                                                Name: Duncan MacDonald
                                                Title: Chief Financial Offier

         Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:

         Signatures                  Title                    Date
         ----------                  -----                    ----

         /s/ DUNCAN MACDONALD
         -----------------------     Chief Financial Offier   September 9, 1997
         Duncan MacDonald            and Director

         /s/ ELVIN A. ROSE
         -----------------------     Director                 September 9, 1997
         Elvin A. Rose

                                       13
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EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:
EXHIBIT NUMBER IN
REGISTRATION                                                                            NUMBERED
STATEMENT               DESCRIPTION                                                       PAGE
- ---------               -----------                                                       ----
10.1                    Engagement for Legal Services between Daniel H. Luciano
                        and the Company

10.2                    Consulting Agreement between the Company and Richard E. Stahl

10.3                    Consulting Agreement between the Company and William Hayde

10.4                    Fee Agreement with Richard O. Weed

24.1                    Consent of Haskell & White LLP

24.2                    Consent of Coopers & Lybrand, L.L.P.
14