<PAGE>    
    As filed with the Securities and Exchange Commission on November 6, 1996
                                         Registration No. 33-_______________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           CURBSTONE ACQUISITION CORP.
             (Exact name of registrant as specified in its Charter)

       Delaware                                        77-2254743
-------------------------                  -----------------------------------  
(State of  Incorporation)                  (I.R.S. Employer Identification No.)

       4180 La Jolla Village Drive, Suite 500, La Jolla, California 92037
       -----------------------------------------------------------------       
             (Address of principal executive offices and zip code)

          Curbstone Acquisition Corp. 1996-1997 Stock Compensation Plan
          -------------------------------------------------------------
                            (Full title of the Plan)

                        Thomas R. Brooksbank, President
           Curbstone Acquisition Corp., 3900 Paradise Road, Suite 263
                             Las Vegas, Nevada 89109
                                 (702) 329-5114
            (Name, address and telephone number of agent for service)

                                   Copies to:
                   George G. Chachas, Esq., Wenthur & Chachas
                     4180 La Jolla Village Drive, Suite 500
                           La Jolla, California 92037
                                 (619) 457-3800

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
                                                     Proposed      Proposed
                                                     Maximum        Maximum
Title of Securities Amount to be    Offering Price   Aggregate     Registration
to Be Registered    Registered(1)   Per Share(2)     Offering Price   Fee
<S>                  <C>             <C>              <C>            <C>
Common Stock        3,500,000       $0.02            70,000         $100.00
$.0001 Par Value
================================================================================
</TABLE>

(1) Pursuant to Rule 416, this Registration Statement also covers such number of
additional  shares of Common Stock as may become available for issuance pursuant
to the Plans in the event of certain  changes in outstanding  shares,  including
reorganizations,  recapitalizations,  stock splits,  stock dividends and reverse
stock splits.

<PAGE>    
(2) Estimated for the purpose of calculating  the  registration  fee pursuant to
(ii) Rule 457(h) with respect to the  3,500,000  shares  available  for issuance
under the Plans, on the basis of a price of $0.02 per share.



                                       2


<PAGE>    
                                     PART I.

     The document(s)  containing the information  called for in Part I., of Form
S-8 will be  provided  to  participants  to the  Plans  set  forth  above.  Such
information is not being filed with or included in this  registration  statement
in accordance  with the rules and  regulations  of the  Securities  and Exchange
Commission (the "Commission").

                                       3

<PAGE>    

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation by Reference.

     The  following   documents  filed  by  Curbstone   Acquisition  Corp.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated in this Registration Statement by reference:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1995.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to in paragraph (a) above,  as follows:  the
Company's  Quarterly  Report for the first quarter ended March 31, 1996, and the
Company's  Current  Report on Form 10-Q dated June 30,  1996,  filed on July 26,
1996.
     (c) All reports and  documents  filed by the  Company  with the  Commission
pursuant to Sections  13(a) or 15(d) of the Exchange Act  subsequent to the date
of this Prospectus and prior to the filing of a  post-effective  amendment which
indicates  that  all  Securities  officered  hereby  have  been  sold  or  which
deregisters all Securities then remaining unsold.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded  for the purposes of this  Prospectus to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersede such  statement.  Any such statement  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

Item 4.  Description of Securities.

     The Company authorized capitalization is 60,000,000 shares of Common Stock,
par value $.000l per share,  of which 21,850 shares were issued and  outstanding
as of November 6, 1996.  Holders of the  Company's  Common Stock are entitled to
one  vote  per  share  on  each  matter  submitted  to vote  at any  meeting  of
shareholders.  Shares of Common Stock do not carry cumulative  voting rights and
therefore,  holders of a majority of the outstanding shares of Common Stock will
be able to elect the entire  board of  directors  and,  if they do so,  minority
shareholders  would not be able to elect any members to the board of  directors.
The Company's board of directors has authority,  without action by the Company's
shareholders,  to issue all or any portion of the authorized but unissued shares
of Common Stock,  which would reduce the percentage  ownership of the Company of
its shareholders and which may dilute the book value of the Common Stock.

                                       4

<PAGE>    

     Shareholders of the Company have no preemptive rights to acquire additional
shares of Common  Stock.  The  Common  Stock is not  subject to  redemption  and
carries no subscription or conversion rights. In the event of liquidation of the
Company,  the shares of Common Stock are entitled to share  equally in corporate
assets  after  satisfaction  of all  liabilities.  Holders  of Common  Stock are
entitled to receive such  dividends  as the board of directors  may from time to
time declare out of funds legally  available  for the payment of dividends.  The
Company has not paid cash  dividends on its Common Stock and does not anticipate
that it will pay cash dividends in the foreseeable future.

Item 5.  Interests of Named Experts and Counsel.

     George G. Chachas of Wenthur & Chachas,  beneficially  owns 3,000 shares of
the Company's Common Stock.

         Legal Counsel

     The validity of the Common Stock offered hereby will be passed upon for the
Company by Wenthur & Chachas of La Jolla, California.

         Experts

     The consolidated  financial statements and financial statement schedules of
the Company  incorporated by reference in this Registration  Statement have been
examined by McBride & Reeves, CPA's independent public accountants, whose report
thereon is contained in the Company's  annual report on Form 10-K for the fiscal
year ended December 31, 1995, and has been  incorporated  herein by reference in
reliance  upon such  report of McBride & Reeves  given upon their  authority  as
experts in accounting and auditing

Item 6.   Indemnification of Directors and Officers.

     The Company has adopted provisions in its Certificate of Incorporation that
eliminates  the  liabilities  of each person who is or was a director,  officer,
employee or agent of the Company for in certain  circumstances and provides that
each director, officer, employee or agent of the Company shall be indemnified by
the  Company  against all  expenses  and  liabilities,  including  counsel  fees
reasonably  incurred by or imposed upon and in connection with any proceeding to
which the director, officer, employee or agent may be a party, or in which he or
she may become involved by reason of being or having been an officer,  director,
employee or agent of the Company  settlement  thereof,  regardless  of whether a
director,  officer,  employee or agent,  at the time such expenses are incurred,
except in such cases wherein the director,  officer, employee or agent is judged
guilty of  willful  misfeasance  or  malfeasance,  willful  misconduct  or gross
negligence in the performance of any duty; provided,  however, in the event of a
settlement,  the  indemnification  herein  shall  only  apply  when the Board of
Directors  approves  such  settlement  and  reimbursement  as  being in the best
interests of the Company.  The right of indemnification  shall be in addition to
and not exclusive of all other rights to which such director,  officer, agent or
employee  may  be  entitled.  Subject  to  any  limitations  set  forth  in  the
Certificate of Incorporation,

                                       5

<PAGE>    

such  indemnification  shall be to the fullest extent  permitted by the Delaware
General  Corporation  Code or any other  applicable laws now in effect or as may
hereafter be amended.  No director of the Company shall be personally  liable to
the Corporation

     The  Company's  Certificate  of  Incorporation  also provide that no person
shall be liable to the Company for any loss or damage  suffered by it on account
of any action or act  omitted to be taken by a  director,  officer,  employee or
agent of the Company in good faith if such person (i) exercised or used the same
degree of care and skill as a prudent  person would have exercised or used under
the same or similar  circumstances  in the  conduct  of his or her own  personal
affairs, or (ii) took or omitted to take such action in reliance upon the advice
of counsel for the Company or other statements made or information  furnished by
officers or employees of the Company which he or she had  reasonable  grounds to
believe or upon a financial  statement of the Company prepared by an accountant,
officer of the Company in charge of its  accounting  or employees of the Company
in charge of its accounts or certified by a public  accountant or firm of public
accountants.  The  Company's  by-laws  provide  for the  indemnification  of its
officers,  directors,  employees and agents to the full extent  permitted by the
Delaware General Corporation Law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended (the "Act"),  may be permitted to  directors,  officers and
controlling  persons of the Company  pursuant to the  foregoing  provisions,  or
otherwise,  in the  opinion  of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

         The following exhibits are filed with this Registration Statement:

         Exhibit
         Number            Document                                           .
         4.1       Amended and Restated Certificate of Incorporation dated
                   October 29, 1996.

         4.2       Amended and Restated By-Laws of the Corporation.

         5         Opinion of Wenthur & Chachas as to the legality of the
                   Common Stock to be registered hereunder.

         10.1      1996-1997 Stock Compensation Plan.

         23.1      Consent of McBride & Reeves, CPA's, Independent Auditors.

         23.2      Consent of Wenthur & Chachas (contained in Exhibit 5 hereto).

         24        Power of Attorney.

                                       6

<PAGE>    

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective  amendment to this Registration Statement 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) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each post-effective amendment shall be deemed to be
     a new registration  statement  relating to the securities  offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

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

     (b) The undersigned  registrant  hereby  undertakes that for the purpose of
determining  any liability  under the  Securities Act of 1933 each filing of the
registrants  annual report  pursuant to section 13(a) or 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) or 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 or such securities at that tire shall be deemed to be
the initial bona fide offering thereof.

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

                                       7

<PAGE>    

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Las Vegas, State of Nevada on November 6, 1996.

                                                   CURBSTONE ACQUISITION CORP.


                                                  /S/ Thomas R. Brooksbank
                                                  ----------------------------- 
                                                  Name: Thomas R. Brooksbank
                                                  Title: President and
                                                  Chief Financial Officer


                                                  /S/ George G. Chachas
                                                  -----------------------------
                                                  Name: George G. Chachas
                                                  Title: Secretary



                                       8

<PAGE>    

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Thomas R.  Brooksbank  and George G.
Chachas, to act jointly, as his or her true and lawful  attorneys-in-fact,  each
with full powers of substitution,  for him or her in any and all capacities,  to
sign any and all amendments to this  Registration  Statement on Form S-8, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that each of said attorneys-in-fact,  or his or her substitute or
substitutes, may 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 date indicated.

         SIGNATURE                   TITLE                      DATE


/S/ Thomas R. Brooksbank            Director                   November 6, 1996
---------------------------
Thomas R. Brooksbank



/S/ James F. Franklin               Director                   November 6, 1996
---------------------------
James F. Franklin



/S/ Joseph Milanowski               Director                   November 6, 1996
---------------------------
Joseph Milanowski



/S/ George G. Chachas               Director                   November 6, 1996
---------------------------
George G. Chachas

                                       9

<PAGE>    
















                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    EXHIBITS

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


                       Registration Statement on Form S-8

                           CURBSTONE ACQUISITION CORP.


<PAGE>    



                                INDEX TO EXHIBITS

                                                                   Sequentially
Exhibit                                                                Numbered
Number            Description                                              Page

4.1               Amended and Restated Articles of Incorporation
                  dated October 29, 1996.                                  12

4.2               Amended and Restated By-Laws of the Corporation.         16

5                 Opinion of Wenthur & Chachas as to the legality
                  of the Common Stock to be registered hereunder.          31

10.1              1996-1997 Stock Compensation Plan.                       33

23.1              Consent of McBride & Reeves
                  Certified Public Accountants, Ltd.,
                  Independent Auditors.                                    39

23.2              Consent of Wenthur & Chachas
                  (contained in Exhibit 5 hereto).                         40

24                Power of Attorney (See Page 9)                           41
[{"type": "S-8", "sequence": "1", "description": "CURBSTONE ACQUISITION CORP. -- FORM S-8", "secsgml_size_bytes": 19743}]
{"company-data": {"conformed-name": "CURBSTONE ACQUISITION CORP", "cik": "0000846005", "assigned-sic": "6770", "irs-number": "752254743", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15601", "film-number": "96654946"}, "business-address": {"street1": "3900 PARADISE RD", "street2": "STE 263", "city": "LAS VEGAS", "state": "NV", "zip": "89109", "phone": "6194573800"}, "mail-address": {"street1": "4180 LA JOLLA VILLAGE DR", "street2": "STE 500", "city": "LA JOLLA", "state": "CA", "zip": "92037"}}
As filed with the Securities and Exchange Commission on November 6, 1996
                                         Registration No. 33-_______________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           CURBSTONE ACQUISITION CORP.
             (Exact name of registrant as specified in its Charter)

       Delaware                                        77-2254743
-------------------------                  -----------------------------------  
(State of  Incorporation)                  (I.R.S. Employer Identification No.)

       4180 La Jolla Village Drive, Suite 500, La Jolla, California 92037
       -----------------------------------------------------------------       
             (Address of principal executive offices and zip code)

          Curbstone Acquisition Corp. 1996-1997 Stock Compensation Plan
          -------------------------------------------------------------
                            (Full title of the Plan)

                        Thomas R. Brooksbank, President
           Curbstone Acquisition Corp., 3900 Paradise Road, Suite 263
                             Las Vegas, Nevada 89109
                                 (702) 329-5114
            (Name, address and telephone number of agent for service)

                                   Copies to:
                   George G. Chachas, Esq., Wenthur & Chachas
                     4180 La Jolla Village Drive, Suite 500
                           La Jolla, California 92037
                                 (619) 457-3800

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                                     Proposed      Proposed
                                                     Maximum        Maximum
Title of Securities Amount to be    Offering Price   Aggregate     Registration
to Be Registered    Registered(1)   Per Share(2)     Offering Price   Fee
Common Stock        3,500,000       $0.02            70,000         $100.00
$.0001 Par Value
================================================================================
(1) Pursuant to Rule 416, this Registration Statement also covers such number of
additional  shares of Common Stock as may become available for issuance pursuant
to the Plans in the event of certain  changes in outstanding  shares,  including
reorganizations,  recapitalizations,  stock splits,  stock dividends and reverse
stock splits.
(2) Estimated for the purpose of calculating  the  registration  fee pursuant to
(ii) Rule 457(h) with respect to the  3,500,000  shares  available  for issuance
under the Plans, on the basis of a price of $0.02 per share.

                                       2
PART I.

     The document(s)  containing the information  called for in Part I., of Form
S-8 will be  provided  to  participants  to the  Plans  set  forth  above.  Such
information is not being filed with or included in this  registration  statement
in accordance  with the rules and  regulations  of the  Securities  and Exchange
Commission (the "Commission").

                                       3
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation by Reference.

     The  following   documents  filed  by  Curbstone   Acquisition  Corp.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated in this Registration Statement by reference:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1995.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to in paragraph (a) above,  as follows:  the
Company's  Quarterly  Report for the first quarter ended March 31, 1996, and the
Company's  Current  Report on Form 10-Q dated June 30,  1996,  filed on July 26,
1996.
     (c) All reports and  documents  filed by the  Company  with the  Commission
pursuant to Sections  13(a) or 15(d) of the Exchange Act  subsequent to the date
of this Prospectus and prior to the filing of a  post-effective  amendment which
indicates  that  all  Securities  officered  hereby  have  been  sold  or  which
deregisters all Securities then remaining unsold.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded  for the purposes of this  Prospectus to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersede such  statement.  Any such statement  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

Item 4.  Description of Securities.

     The Company authorized capitalization is 60,000,000 shares of Common Stock,
par value $.000l per share,  of which 21,850 shares were issued and  outstanding
as of November 6, 1996.  Holders of the  Company's  Common Stock are entitled to
one  vote  per  share  on  each  matter  submitted  to vote  at any  meeting  of
shareholders.  Shares of Common Stock do not carry cumulative  voting rights and
therefore,  holders of a majority of the outstanding shares of Common Stock will
be able to elect the entire  board of  directors  and,  if they do so,  minority
shareholders  would not be able to elect any members to the board of  directors.
The Company's board of directors has authority,  without action by the Company's
shareholders,  to issue all or any portion of the authorized but unissued shares
of Common Stock,  which would reduce the percentage  ownership of the Company of
its shareholders and which may dilute the book value of the Common Stock.

                                       4
Shareholders of the Company have no preemptive rights to acquire additional
shares of Common  Stock.  The  Common  Stock is not  subject to  redemption  and
carries no subscription or conversion rights. In the event of liquidation of the
Company,  the shares of Common Stock are entitled to share  equally in corporate
assets  after  satisfaction  of all  liabilities.  Holders  of Common  Stock are
entitled to receive such  dividends  as the board of directors  may from time to
time declare out of funds legally  available  for the payment of dividends.  The
Company has not paid cash  dividends on its Common Stock and does not anticipate
that it will pay cash dividends in the foreseeable future.

Item 5.  Interests of Named Experts and Counsel.

     George G. Chachas of Wenthur & Chachas,  beneficially  owns 3,000 shares of
the Company's Common Stock.

         Legal Counsel

     The validity of the Common Stock offered hereby will be passed upon for the
Company by Wenthur & Chachas of La Jolla, California.

         Experts

     The consolidated  financial statements and financial statement schedules of
the Company  incorporated by reference in this Registration  Statement have been
examined by McBride & Reeves, CPA's independent public accountants, whose report
thereon is contained in the Company's  annual report on Form 10-K for the fiscal
year ended December 31, 1995, and has been  incorporated  herein by reference in
reliance  upon such  report of McBride & Reeves  given upon their  authority  as
experts in accounting and auditing

Item 6.   Indemnification of Directors and Officers.

     The Company has adopted provisions in its Certificate of Incorporation that
eliminates  the  liabilities  of each person who is or was a director,  officer,
employee or agent of the Company for in certain  circumstances and provides that
each director, officer, employee or agent of the Company shall be indemnified by
the  Company  against all  expenses  and  liabilities,  including  counsel  fees
reasonably  incurred by or imposed upon and in connection with any proceeding to
which the director, officer, employee or agent may be a party, or in which he or
she may become involved by reason of being or having been an officer,  director,
employee or agent of the Company  settlement  thereof,  regardless  of whether a
director,  officer,  employee or agent,  at the time such expenses are incurred,
except in such cases wherein the director,  officer, employee or agent is judged
guilty of  willful  misfeasance  or  malfeasance,  willful  misconduct  or gross
negligence in the performance of any duty; provided,  however, in the event of a
settlement,  the  indemnification  herein  shall  only  apply  when the Board of
Directors  approves  such  settlement  and  reimbursement  as  being in the best
interests of the Company.  The right of indemnification  shall be in addition to
and not exclusive of all other rights to which such director,  officer, agent or
employee  may  be  entitled.  Subject  to  any  limitations  set  forth  in  the
Certificate of Incorporation,

                                       5
such  indemnification  shall be to the fullest extent  permitted by the Delaware
General  Corporation  Code or any other  applicable laws now in effect or as may
hereafter be amended.  No director of the Company shall be personally  liable to
the Corporation

     The  Company's  Certificate  of  Incorporation  also provide that no person
shall be liable to the Company for any loss or damage  suffered by it on account
of any action or act  omitted to be taken by a  director,  officer,  employee or
agent of the Company in good faith if such person (i) exercised or used the same
degree of care and skill as a prudent  person would have exercised or used under
the same or similar  circumstances  in the  conduct  of his or her own  personal
affairs, or (ii) took or omitted to take such action in reliance upon the advice
of counsel for the Company or other statements made or information  furnished by
officers or employees of the Company which he or she had  reasonable  grounds to
believe or upon a financial  statement of the Company prepared by an accountant,
officer of the Company in charge of its  accounting  or employees of the Company
in charge of its accounts or certified by a public  accountant or firm of public
accountants.  The  Company's  by-laws  provide  for the  indemnification  of its
officers,  directors,  employees and agents to the full extent  permitted by the
Delaware General Corporation Law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended (the "Act"),  may be permitted to  directors,  officers and
controlling  persons of the Company  pursuant to the  foregoing  provisions,  or
otherwise,  in the  opinion  of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

         The following exhibits are filed with this Registration Statement:

         Exhibit
         Number            Document                                           .
         4.1       Amended and Restated Certificate of Incorporation dated
                   October 29, 1996.

         4.2       Amended and Restated By-Laws of the Corporation.

         5         Opinion of Wenthur & Chachas as to the legality of the
                   Common Stock to be registered hereunder.

         10.1      1996-1997 Stock Compensation Plan.

         23.1      Consent of McBride & Reeves, CPA's, Independent Auditors.

         23.2      Consent of Wenthur & Chachas (contained in Exhibit 5 hereto).

         24        Power of Attorney.

                                       6
Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective  amendment to this Registration Statement 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) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each post-effective amendment shall be deemed to be
     a new registration  statement  relating to the securities  offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

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

     (b) The undersigned  registrant  hereby  undertakes that for the purpose of
determining  any liability  under the  Securities Act of 1933 each filing of the
registrants  annual report  pursuant to section 13(a) or 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) or 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 or such securities at that tire shall be deemed to be
the initial bona fide offering thereof.

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

                                       7
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 Las Vegas, State of Nevada on November 6, 1996.

                                                   CURBSTONE ACQUISITION CORP.

                                                  /S/ Thomas R. Brooksbank
                                                  ----------------------------- 
                                                  Name: Thomas R. Brooksbank
                                                  Title: President and
                                                  Chief Financial Officer

                                                  /S/ George G. Chachas
                                                  -----------------------------
                                                  Name: George G. Chachas
                                                  Title: Secretary

                                       8
POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Thomas R.  Brooksbank  and George G.
Chachas, to act jointly, as his or her true and lawful  attorneys-in-fact,  each
with full powers of substitution,  for him or her in any and all capacities,  to
sign any and all amendments to this  Registration  Statement on Form S-8, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that each of said attorneys-in-fact,  or his or her substitute or
substitutes, may 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 date indicated.

         SIGNATURE                   TITLE                      DATE

/S/ Thomas R. Brooksbank            Director                   November 6, 1996
---------------------------
Thomas R. Brooksbank

/S/ James F. Franklin               Director                   November 6, 1996
---------------------------
James F. Franklin

/S/ Joseph Milanowski               Director                   November 6, 1996
---------------------------
Joseph Milanowski

/S/ George G. Chachas               Director                   November 6, 1996
---------------------------
George G. Chachas

                                       9
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                           CURBSTONE ACQUISITION CORP.
INDEX TO EXHIBITS

                                                                   Sequentially
Exhibit                                                                Numbered
Number            Description                                              Page

4.1               Amended and Restated Articles of Incorporation
                  dated October 29, 1996.                                  12

4.2               Amended and Restated By-Laws of the Corporation.         16

5                 Opinion of Wenthur & Chachas as to the legality
                  of the Common Stock to be registered hereunder.          31

10.1              1996-1997 Stock Compensation Plan.                       33

23.1              Consent of McBride & Reeves
                  Certified Public Accountants, Ltd.,
                  Independent Auditors.                                    39

23.2              Consent of Wenthur & Chachas
                  (contained in Exhibit 5 hereto).                         40

24                Power of Attorney (See Page 9)                           41