<PAGE>

    As filed with the Securities and Exchange Commission on December 9, 1996
                                                 Registration No. 33-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                JAVA GROUP, INC.
             (Exact name of Registrant as specified in its charter)

DELAWARE                                         11-2987370
(State or other jurisdiction                     (I.R.S. employer
of incorporation or organization)                identification no.)

404-999 CANADA PLACE
VANCOUVER, BRITISH COLUMBIA, CANADA              V6C 3E2
(Address of principal executive offices)         (Zip Code)
               CONSULTING AGREEMENT DATED AS OF NOVEMBER 25, 1996
                     BETWEEN THE REGISTRANT AND SANDRA DOEL

        FINANCIAL PUBLICATION RELATIONS AGREEMENT DATED DECEMBER 2, 1996
              BETWEEN THE REGISTRATION AND I.W. MILLER & CO., INC.

         CONSULTING AGREEMENT DATED AS OF NOVEMBER 29, 1996 BETWEEN THE
                   REGISTRANT AND NIMBUS TRES SOCIEDAD ANONIMA
                            (Full title of the plans)

                              ROBERT P. GILLINGHAM
                                JAVA GROUP, INC.
                              404-999 CANADA PLACE
                  VANCOUVER, BRITISH COLUMBIA, CANADA  V6C 3E2 
                     (Name and address of agent for service)
                                        
                                 (604) 641-1362
           Telephone number, including area code, of agent for service
                                        
                                    COPY TO:
                              Eric W. Nodiff, Esq.
                   Dornbush Mensch Mandelstam & Schaeffer, LLP
                                747 Third Avenue
                            New York, New York  10017
                                 (212) 759-3300

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=======================================================================================
                                           Proposed          Proposed
                                             Maximum          Maximum      Amount of
Title of Securities to    Amount to be        Price         Aggregate     Registration
be registered               Registered    Per Share*      Offering Price*     Fee
---------------------------------------------------------------------------------------
<S>                            <C>             <C>              <C>           <C>
Common Stock, par value
$.0001 per share         550,000 shares       $.56          $308,000         $106.20
=======================================================================================
</TABLE>

<PAGE>

* Estimated solely for purposes of calculating the registration fee. Calculated
in accordance with Rule 457(c) under the Securities Act of 1933 based upon the
price of Common Stock of Java Group, Inc. on the OTC Bulletin Board on December
3, 1996.

                                         -2-


<PAGE>


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

               (a)  The Registration Statement on Form 10-SB of Java Group,
          Inc. (the "Company"), filed August 16, 1996 (File No. 0-28888),
          as amended by Amendment No. 1 filed on or about October 16, 1996
          and Amendment No. 2 filed on or about November 8, 1996, which
          became effective on October 15, 1996.  The Registration Statement
          contains a description of the Company's Common Stock.

               (b)  All other reports of the Company filed pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934
          since the end of the fiscal year ended July 31, 1995.

          All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment indicating that all securities
offered hereby have been sold or deregistering all such securities then unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not Applicable.

                                         -3-

<PAGE>

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Under Section 145 of the Delaware General Corporation Law, subject to
various exceptions and limitations, the Company may indemnify its directors or
officers if such director or officer is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including an action by
or in the right of the Company by reason of the fact that he is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, except, in the case of an action by or in the right of the
Company to procure a judgment in its favor, as to any matter which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty.  The Company shall indemnify its directors or officers
to the extent that they have been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in the defense of any claim,
issue or matter therein, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.  In addition, Delaware
law permits a corporation to limit or eliminate the liability of a director to
the corporation and its shareholders for negligent breaches of such directors'
fiduciary duties in certain circumstances.

          Article Tenth of the Amended and Restated Certificate of Incorporation
of the Company provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by Section 145 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented, or by any successor thereto, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all of
the expenses, liabilities or other matters referred to in or covered by said
section.  Such right to indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.  The
indemnification provided for herein shall not be deemed exclusive of any other
rights of which those seeking indemnification may be 

                                         -4-

<PAGE>

entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933, may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.  Furthermore, the Company has given
certain undertakings with respect to indemnification in connection with this
Registration Statement.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

           4.01  -  The Company's Amended and Restated Certificate of
                    Incorporation (Incorporated herein by reference to Exhibit
                    2(a) to the Company's Registration Statement on Form 10-SB
                    (File No. 0-28888).

           4.02  -  Consulting Agreement dated as of November 25, 1996 between
                    the Company and Sandra Doel   

           4.03  -  Financial Public Relations Agreement dated December 2, 1996
                    between the Company and I.W. Miller & Co., Inc.

           4.04  -  Consulting Agreement dated November 29, 1996 between the
                    Registrant and Nimbus Tres Sociedad Anonima  

           5.01  -  Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP.

          23.01  -  Consent of Dornbush Mensch Mandelstam & Schaeffer, LLP
                    (included in Exhibit 5).

          23.02  -  Consent of Elliott Tulk Pryce Anderson.

          24.01  -  Power of Attorney (included in signature page).
 
Item 9.   Undertakings.

          (a)  The undersigned Company hereby undertakes:

                                         -5-

<PAGE>

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as 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 file a post-effective amendment to remove from registration
any of the securities being registered hereunder which remain unsold at the end
of the offering.

          (b)  The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 payment by the Company of expenses paid or
incurred by a director, officer or controlling person of the Company in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Company 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 Company
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 Vancouver, Province of British Columbia, Canada, on
the 6th day of December, 1996.


                                        JAVA GROUP, INC.



                                        By:  /s/ Robert P. Gillingham
                                            ---------------------------
                                             Robert P. Gillingham,
                                             President


                                  POWER OF ATTORNEY

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

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


/s/ Robert P. Gillingham      President (Principal     December 6, 1996
-------------------------     Executive Officer and
Robert P. Gillingham          Principal Financial
                              Officer) and Director


/s/ Ray Suutari               Director                 December 6, 1996
-------------------------
Ray Suutari


/s/ Greg Lampert              Director                 December 6, 1996
-------------------------
Greg Lampert
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14697}]
{"company-data": {"conformed-name": "JAVA GROUP INC /CN", "cik": "0001010779", "assigned-sic": "5810", "irs-number": "112987370", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17541", "film-number": "96678227"}, "business-address": {"street1": "STE 404-999 CANADA PLACE", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6C 3E2", "state": "A1"}, "mail-address": {"street1": "404-999 CANADA PLACE", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6C 3E2", "state": "A1"}}
As filed with the Securities and Exchange Commission on December 9, 1996
                                                 Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                JAVA GROUP, INC.
             (Exact name of Registrant as specified in its charter)

DELAWARE                                         11-2987370
(State or other jurisdiction                     (I.R.S. employer
of incorporation or organization)                identification no.)

404-999 CANADA PLACE
VANCOUVER, BRITISH COLUMBIA, CANADA              V6C 3E2
(Address of principal executive offices)         (Zip Code)
               CONSULTING AGREEMENT DATED AS OF NOVEMBER 25, 1996
                     BETWEEN THE REGISTRANT AND SANDRA DOEL

        FINANCIAL PUBLICATION RELATIONS AGREEMENT DATED DECEMBER 2, 1996
              BETWEEN THE REGISTRATION AND I.W. MILLER & CO., INC.

         CONSULTING AGREEMENT DATED AS OF NOVEMBER 29, 1996 BETWEEN THE
                   REGISTRANT AND NIMBUS TRES SOCIEDAD ANONIMA
                            (Full title of the plans)

                              ROBERT P. GILLINGHAM
                                JAVA GROUP, INC.
                              404-999 CANADA PLACE
                  VANCOUVER, BRITISH COLUMBIA, CANADA  V6C 3E2 
                     (Name and address of agent for service)
                                        
                                 (604) 641-1362
           Telephone number, including area code, of agent for service
                                        
                                    COPY TO:
                              Eric W. Nodiff, Esq.
                   Dornbush Mensch Mandelstam & Schaeffer, LLP
                                747 Third Avenue
                            New York, New York  10017
                                 (212) 759-3300

                         CALCULATION OF REGISTRATION FEE
=======================================================================================
                                           Proposed          Proposed
                                             Maximum          Maximum      Amount of
Title of Securities to    Amount to be        Price         Aggregate     Registration
be registered               Registered    Per Share*      Offering Price*     Fee
---------------------------------------------------------------------------------------
Common Stock, par value
$.0001 per share         550,000 shares       $.56          $308,000         $106.20
=======================================================================================
* Estimated solely for purposes of calculating the registration fee. Calculated
in accordance with Rule 457(c) under the Securities Act of 1933 based upon the
price of Common Stock of Java Group, Inc. on the OTC Bulletin Board on December
3, 1996.

                                         -2-
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

               (a)  The Registration Statement on Form 10-SB of Java Group,
          Inc. (the "Company"), filed August 16, 1996 (File No. 0-28888),
          as amended by Amendment No. 1 filed on or about October 16, 1996
          and Amendment No. 2 filed on or about November 8, 1996, which
          became effective on October 15, 1996.  The Registration Statement
          contains a description of the Company's Common Stock.

               (b)  All other reports of the Company filed pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934
          since the end of the fiscal year ended July 31, 1995.

          All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment indicating that all securities
offered hereby have been sold or deregistering all such securities then unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not Applicable.

                                         -3-
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Under Section 145 of the Delaware General Corporation Law, subject to
various exceptions and limitations, the Company may indemnify its directors or
officers if such director or officer is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including an action by
or in the right of the Company by reason of the fact that he is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, except, in the case of an action by or in the right of the
Company to procure a judgment in its favor, as to any matter which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty.  The Company shall indemnify its directors or officers
to the extent that they have been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in the defense of any claim,
issue or matter therein, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.  In addition, Delaware
law permits a corporation to limit or eliminate the liability of a director to
the corporation and its shareholders for negligent breaches of such directors'
fiduciary duties in certain circumstances.

          Article Tenth of the Amended and Restated Certificate of Incorporation
of the Company provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by Section 145 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented, or by any successor thereto, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all of
the expenses, liabilities or other matters referred to in or covered by said
section.  Such right to indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.  The
indemnification provided for herein shall not be deemed exclusive of any other
rights of which those seeking indemnification may be 

                                         -4-
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933, may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.  Furthermore, the Company has given
certain undertakings with respect to indemnification in connection with this
Registration Statement.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

           4.01  -  The Company's Amended and Restated Certificate of
                    Incorporation (Incorporated herein by reference to Exhibit
                    2(a) to the Company's Registration Statement on Form 10-SB
                    (File No. 0-28888).

           4.02  -  Consulting Agreement dated as of November 25, 1996 between
                    the Company and Sandra Doel   

           4.03  -  Financial Public Relations Agreement dated December 2, 1996
                    between the Company and I.W. Miller & Co., Inc.

           4.04  -  Consulting Agreement dated November 29, 1996 between the
                    Registrant and Nimbus Tres Sociedad Anonima  

           5.01  -  Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP.

          23.01  -  Consent of Dornbush Mensch Mandelstam & Schaeffer, LLP
                    (included in Exhibit 5).

          23.02  -  Consent of Elliott Tulk Pryce Anderson.

          24.01  -  Power of Attorney (included in signature page).
 
Item 9.   Undertakings.

          (a)  The undersigned Company hereby undertakes:

                                         -5-
(1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as 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 file a post-effective amendment to remove from registration
any of the securities being registered hereunder which remain unsold at the end
of the offering.

          (b)  The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 payment by the Company of expenses paid or
incurred by a director, officer or controlling person of the Company in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Company 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 Company
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 Vancouver, Province of British Columbia, Canada, on
the 6th day of December, 1996.

                                        JAVA GROUP, INC.

                                        By:  /s/ Robert P. Gillingham
                                            ---------------------------
                                             Robert P. Gillingham,
                                             President

                                  POWER OF ATTORNEY

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

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

/s/ Robert P. Gillingham      President (Principal     December 6, 1996
-------------------------     Executive Officer and
Robert P. Gillingham          Principal Financial
                              Officer) and Director

/s/ Ray Suutari               Director                 December 6, 1996
-------------------------
Ray Suutari

/s/ Greg Lampert              Director                 December 6, 1996
-------------------------
Greg Lampert