As filed with the U.S. Securities and Exchange Commission October ____, 1996.

                                                  Commission File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                            Internet Holdings, Inc.
             (Exact name of registrant as specified in its charter)

         Utah                                            13-3758042
(State or other jurisdiction                            (IRS Employer
 of incorporation or organization)                    Identification No.)

                     Consultants Shares Issued Pursuant To
               Consulting Agreements Dated (1) June 25, 1995 and
                             (2) November 25, 1995

                              (Full title of Plan)

     c/o Alcott Simpson & Co., 250 Park Avenue, Ste 1930 New York, NY 10177
         (Address of Principal Executive Officers, including Zip Code)

           Steven A. Sanders, P.C., 120 Broadway, New York, NY 10271
                    (Name and address of agent for service)

                                 (212) 406-4700
          (Telephone number, including area code, of agent of service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

Title of Securities   Amount   Proposed Maximum    Proposed Maximum      Amount of
to be registered      to be    Offering Price per  Aggregate Offering  Registration
                    Registered  Share (1)               Price              Fee
<S> <C>
Common Stock
No Par Value          59,000         $2.00            $118,000            $ 41

</TABLE>
                                       1

<PAGE>




(1) The registration fee is calculated in accordance with Rule 457(c) and
    includes reoffers of such shares.

                                       2

<PAGE>



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

Item 1.     Plan Information

            Not Applicable.

PART II.    INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

                  The Registrant is subject to the information requirements of
the Securities Exchange Act of 1934 ("Exchange Act")and, in accordance
therewith, files reports with the Securities and Exchange Commission (the
"Commission"). The documents listed below are hereby incorporated by reference
in this Registration Statement on Form S-8; and all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities then offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference in this Registration Statement on Form S-8, and shall be a part hereof
from the date of the filing of such documents.

                  (a)      The Registrant's annual report on Form 10-KSB f/y/e
                           December 31, 1995.

                  (b)      All other reports filed by the Registrant pursuant to
                           Section (13(a) or 15(d) of the Exchange Act since
                           December 31, 1995.

                  (c)      The description of the Common Stock which is
                           contained in a Registration Statement on Form 10- SB
                           filed under the Exchange Act on September 28,1995.

Item 4.     Description of Securities

            Not Applicable.

Item 5.     Interests of Named Experts and Counsel


                                       3

<PAGE>



                  The validity of the authorization and issuance of 59,000
shares of the Common Stock be passed upon by Steven A. Sanders, P.C., 50 Broad
Street, New York, NY 10004. 5,000 shares of Common Stock of the Registrant are
being registered herein for the benefit of Steven A. Sanders, P.C.

Item 6.     Indemnification of Directors and Officers

                  The By-laws of the Registrant provide indemnification as set
forth below.

                ss. 5.1.  Indemnification of Directors.  The corporation shall
indemnify any individual made a party to a proceeding because he or she is or
was a director of the corporation, against liability incurred in the proceeding,
but only if the corporation has authorized the payment in accordance
with ss.16-10a-906 of the Utah Revised Business Corporation Act and a
determination has been made in accordance with the procedures set forth in
suchss.16-10a-906 that the director met the standards of conduct in paragraph A,
B and C below.

                  A.       Standard of Conduct.

                  The individual shall demonstrate that:

                           (1)      he or she conducted himself or herself in
                                    good faith; and

                           (2)      he or she reasonably believed that his or
                                    her conduct was in, or not opposed to, the
                                    corporation's best interests;

                           (3)      in the case of any criminal proceeding, he
                                    or she had no reasonable cause to believe
                                    his or her conduct was unlawful.

                  B.       No Indemnification Permitted in Certain
                  Circumstances.

                  The Corporation shall not indemnify a director under this ss.
5.1 of Article V:


                                       4

<PAGE>



                           (1)      in connection with a proceeding by or in the
                                    right or the corporation in which the
                                    director was adjudged liable to the
                                    corporation; or

                           (2)      in connection with any other proceeding
                                    charging improper personal benefit to him or
                                    her, whether or not involving action in his
                                    or her official basis that personal benefit
                                    was improperly received by him or her.

                  C.       Indemnification in Derivative Actions Limited.
Indemnification permitted under this ss. 5.1 of Article V in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

                ss. 5.2.  Advance Expenses for Directors.  If a determination is
made,following the procedures ofss.16-10a-906 of the Utah Revised Business
Corporation Act that the director has met the following requirements; and if an
authorization of payment is made, following the procedures and standards set
forth in ss.16-10a-906, then unless otherwise provided in the articles of
incorporation, the company shall pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if:

                  (1)      The director furnishes the corporation a written
                           affirmation of his or her good faith belief that he
                           or she has met the standard of conduct described in
                           ss. 5.1 of this Article V.

                  (2)      The director furnishes the corporation a written
                           undertaking, executed personally or on his or her
                           belief, to repay the advance if it is ultimately
                           determined that he did not meet the standard of
                           conduct (which undertaking must be in unlimited
                           general obligation of the director but need not be
                           secured and may be accepted without reference to
                           financial ability to make repayment); and

                  (3)      A determination is made that the facts then know to
                           those making the determination would not

                                       5

<PAGE>



                           preclude indemnification under ss. 5.1 of this
                           Article V or under the Utah Revised Business
                           Corporation Act.

                  ss. 5.3. Indemnification of Officers, Agents, and Employees
Who Are Not Directors. Unless otherwise provided in the articles of
incorporation, the board of directors may indemnify and advance expenses to any
officer, employee, or agent of the corporation, who is not a director of the
corporation, to any extent consistent with public policy, as determined by the
general or specific action of the board of directors.

Item 7.           Exemption from Registration Claimed

                  The shares were issued for advisory services rendered and to
be rendered and exempt from registration under the Act, pursuant to Section 4(2)
thereunder, as a transaction by an issuer not involving a public offering.

Item 8.           Exhibits

4.1               Articles of Incorporation (1)

4.2               Plan and Articles of Consolidation (1)

4.3               Amendment to the Articles of Incorporation (1)

4.4               Amendment to the Articles of Incorporation (1)

4.5               Amendment to the Articles of Incorporation (1)

4.6               Amendment to the Articles of Incorporation (1)

4.7               Amendment to the Articles of Incorporation

4.8               Steven A. Sanders, P.C. Consulting Agreement

4.9               Alan Sacks & Co. Consulting Agreement

4.10              Archives Computers Consulting Agreement

4.11              Hampton Hall Properties Consulting Agreement


                                       6

<PAGE>



4.12              The Chief Management Services Consulting Agreement

4.13              Stewardson Associates Consulting Agreement

4.14              Thomas J. Kennedy Consulting Agreement

4.15              Barlow Lyde & Gilbert Consulting Agreement

5                 Opinion of the Law Office of Steven A. Sanders, P.C.

23.1              Consent of the Law Offices of Steven A. Sanders, P.C.
                  (included in Exhibit 5)

23.2              Consent of Callaghan Nawrocki, independent accountants.

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

(1)      Previously filed with the Commission as an Exhibit to the Registrant's
         Registration Statement on Form 10-SB as amended, File No. 0-26886 which
         was originally filed with the Commission September 28, 1995.

Item 9.           Undertakings

                  (1) The undersigned Registrant hereby undertakes to file
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement to include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.

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

                  (3) The undersigned Registrant hereby undertakes 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.


                                       7

<PAGE>



                  (4) The undersigned Registrant hereby undertakes that for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement related to the securities offered therein, and the
offering of such securities at such time shall be deemed to be the initial bona
fide offering thereof.

                  (5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       8

<PAGE>



SIGNATURES

                  Pursuant to the requirements of the Securities Act, 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 New York, this 29 day of August, 1996.

INTERNET HOLDINGS, INC.
(Registrant)



By:_______________________________

   Chairman


                  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.


_______________________                      Date:  August 29, 1996
            , Director


_______________________                      Date:  August 29, 1996
            , Director


_______________________                      Date:  August 29, 1996
             ,Director


                                       9
[{"type": "S-8", "sequence": "1", "description": "INTERNET HOLDINGS, INC.    S-8", "secsgml_size_bytes": 14487}]
{"company-data": {"conformed-name": "CHINA BIOMEDICAL GROUP INC", "cik": "0001001601", "assigned-sic": "2834", "irs-number": "133758042", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16441", "film-number": "96669558"}, "business-address": {"street1": "C/O ALCOTT SIMPSON & CO", "street2": "250 PARK AVENUE STE 1930", "city": "NEW YORK", "state": "NY", "zip": "10117", "phone": "2126818400"}, "mail-address": {"street1": "C/O ALCOTT SIMPSON & CO INC", "street2": "250 PARK AVENUE STE 1930", "city": "NEW YORKMELVILLE", "state": "NY", "zip": "10117"}}
As filed with the U.S. Securities and Exchange Commission October ____, 1996.

                                                  Commission File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            Internet Holdings, Inc.
             (Exact name of registrant as specified in its charter)

         Utah                                            13-3758042
(State or other jurisdiction                            (IRS Employer
 of incorporation or organization)                    Identification No.)

                     Consultants Shares Issued Pursuant To
               Consulting Agreements Dated (1) June 25, 1995 and
                             (2) November 25, 1995

                              (Full title of Plan)

     c/o Alcott Simpson & Co., 250 Park Avenue, Ste 1930 New York, NY 10177
         (Address of Principal Executive Officers, including Zip Code)

           Steven A. Sanders, P.C., 120 Broadway, New York, NY 10271
                    (Name and address of agent for service)

                                 (212) 406-4700
          (Telephone number, including area code, of agent of service)

                        CALCULATION OF REGISTRATION FEE
Title of Securities   Amount   Proposed Maximum    Proposed Maximum      Amount of
to be registered      to be    Offering Price per  Aggregate Offering  Registration
                    Registered  Share (1)               Price              Fee
Common Stock
No Par Value          59,000         $2.00            $118,000            $ 41
1
(1) The registration fee is calculated in accordance with Rule 457(c) and
    includes reoffers of such shares.

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

Item 1.     Plan Information

            Not Applicable.

PART II.    INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

                  The Registrant is subject to the information requirements of
the Securities Exchange Act of 1934 ("Exchange Act")and, in accordance
therewith, files reports with the Securities and Exchange Commission (the
"Commission"). The documents listed below are hereby incorporated by reference
in this Registration Statement on Form S-8; and all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities then offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference in this Registration Statement on Form S-8, and shall be a part hereof
from the date of the filing of such documents.

                  (a)      The Registrant's annual report on Form 10-KSB f/y/e
                           December 31, 1995.

                  (b)      All other reports filed by the Registrant pursuant to
                           Section (13(a) or 15(d) of the Exchange Act since
                           December 31, 1995.

                  (c)      The description of the Common Stock which is
                           contained in a Registration Statement on Form 10- SB
                           filed under the Exchange Act on September 28,1995.

Item 4.     Description of Securities

            Not Applicable.

Item 5.     Interests of Named Experts and Counsel

                                       3
The validity of the authorization and issuance of 59,000
shares of the Common Stock be passed upon by Steven A. Sanders, P.C., 50 Broad
Street, New York, NY 10004. 5,000 shares of Common Stock of the Registrant are
being registered herein for the benefit of Steven A. Sanders, P.C.

Item 6.     Indemnification of Directors and Officers

                  The By-laws of the Registrant provide indemnification as set
forth below.

                ss. 5.1.  Indemnification of Directors.  The corporation shall
indemnify any individual made a party to a proceeding because he or she is or
was a director of the corporation, against liability incurred in the proceeding,
but only if the corporation has authorized the payment in accordance
with ss.16-10a-906 of the Utah Revised Business Corporation Act and a
determination has been made in accordance with the procedures set forth in
suchss.16-10a-906 that the director met the standards of conduct in paragraph A,
B and C below.

                  A.       Standard of Conduct.

                  The individual shall demonstrate that:

                           (1)      he or she conducted himself or herself in
                                    good faith; and

                           (2)      he or she reasonably believed that his or
                                    her conduct was in, or not opposed to, the
                                    corporation's best interests;

                           (3)      in the case of any criminal proceeding, he
                                    or she had no reasonable cause to believe
                                    his or her conduct was unlawful.

                  B.       No Indemnification Permitted in Certain
                  Circumstances.

                  The Corporation shall not indemnify a director under this ss.
5.1 of Article V:

                                       4
(1)      in connection with a proceeding by or in the
                                    right or the corporation in which the
                                    director was adjudged liable to the
                                    corporation; or

                           (2)      in connection with any other proceeding
                                    charging improper personal benefit to him or
                                    her, whether or not involving action in his
                                    or her official basis that personal benefit
                                    was improperly received by him or her.

                  C.       Indemnification in Derivative Actions Limited.
Indemnification permitted under this ss. 5.1 of Article V in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

                ss. 5.2.  Advance Expenses for Directors.  If a determination is
made,following the procedures ofss.16-10a-906 of the Utah Revised Business
Corporation Act that the director has met the following requirements; and if an
authorization of payment is made, following the procedures and standards set
forth in ss.16-10a-906, then unless otherwise provided in the articles of
incorporation, the company shall pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if:

                  (1)      The director furnishes the corporation a written
                           affirmation of his or her good faith belief that he
                           or she has met the standard of conduct described in
                           ss. 5.1 of this Article V.

                  (2)      The director furnishes the corporation a written
                           undertaking, executed personally or on his or her
                           belief, to repay the advance if it is ultimately
                           determined that he did not meet the standard of
                           conduct (which undertaking must be in unlimited
                           general obligation of the director but need not be
                           secured and may be accepted without reference to
                           financial ability to make repayment); and

                  (3)      A determination is made that the facts then know to
                           those making the determination would not

                                       5
preclude indemnification under ss. 5.1 of this
                           Article V or under the Utah Revised Business
                           Corporation Act.

                  ss. 5.3. Indemnification of Officers, Agents, and Employees
Who Are Not Directors. Unless otherwise provided in the articles of
incorporation, the board of directors may indemnify and advance expenses to any
officer, employee, or agent of the corporation, who is not a director of the
corporation, to any extent consistent with public policy, as determined by the
general or specific action of the board of directors.

Item 7.           Exemption from Registration Claimed

                  The shares were issued for advisory services rendered and to
be rendered and exempt from registration under the Act, pursuant to Section 4(2)
thereunder, as a transaction by an issuer not involving a public offering.

Item 8.           Exhibits

4.1               Articles of Incorporation (1)

4.2               Plan and Articles of Consolidation (1)

4.3               Amendment to the Articles of Incorporation (1)

4.4               Amendment to the Articles of Incorporation (1)

4.5               Amendment to the Articles of Incorporation (1)

4.6               Amendment to the Articles of Incorporation (1)

4.7               Amendment to the Articles of Incorporation

4.8               Steven A. Sanders, P.C. Consulting Agreement

4.9               Alan Sacks & Co. Consulting Agreement

4.10              Archives Computers Consulting Agreement

4.11              Hampton Hall Properties Consulting Agreement

                                       6
4.12              The Chief Management Services Consulting Agreement

4.13              Stewardson Associates Consulting Agreement

4.14              Thomas J. Kennedy Consulting Agreement

4.15              Barlow Lyde & Gilbert Consulting Agreement

5                 Opinion of the Law Office of Steven A. Sanders, P.C.

23.1              Consent of the Law Offices of Steven A. Sanders, P.C.
                  (included in Exhibit 5)

23.2              Consent of Callaghan Nawrocki, independent accountants.

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

(1)      Previously filed with the Commission as an Exhibit to the Registrant's
         Registration Statement on Form 10-SB as amended, File No. 0-26886 which
         was originally filed with the Commission September 28, 1995.

Item 9.           Undertakings

                  (1) The undersigned Registrant hereby undertakes to file
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement to include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.

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

                  (3) The undersigned Registrant hereby undertakes 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.

                                       7
(4) The undersigned Registrant hereby undertakes that for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement related to the securities offered therein, and the
offering of such securities at such time shall be deemed to be the initial bona
fide offering thereof.

                  (5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       8
SIGNATURES

                  Pursuant to the requirements of the Securities Act, 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 New York, this 29 day of August, 1996.

INTERNET HOLDINGS, INC.
(Registrant)

By:_______________________________

   Chairman

                  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.

_______________________                      Date:  August 29, 1996
            , Director

_______________________                      Date:  August 29, 1996
            , Director

_______________________                      Date:  August 29, 1996
             ,Director

                                       9