<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
 
                        MEDICAL DEVICE TECHNOLOGIES, INC.
               (exact name of registrant specified in its charter)


                                      Utah
                             -----------------------
         (State or other jurisdiction of incorporation or organization)

                                   58-1475517
                             ---------------------
                      (IRS Employer Identification Number)
                               


       9171 Towne Centre Drive - Suite 355 - San Diego, California - 92122
                    (Address of principal executive offices)

                          1997 STOCK COMPENSATION PLAN
                            (Full title of the plan)

                    M. Lee Hulsebus, Chief Executive Officer
                        Medical Device Technologies, Inc.
        9171 Towne Centre Drive - Suite 355 - San Diego, California 92122
                     (Name and address of agent for service)

                                 (619) 455-7127
          (Telephone number, including area code, of agent for service)

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
------------------------ ------------------ --------------------------- ------------------------- ---------------------
  Title of Securities      Amount to be          Proposed Maximum           Proposed Maximum           Amount of
   to be Registered         Registered            Offering Price        Aggregate Offering Price    Registration Fee
                                                    Per Share
------------------------ ------------------ --------------------------- ------------------------- ---------------------
<S>                      <C>                 <C>                           <C>                      <C>    
     Common Stock             5,000,000               $0.125                    $625,000                $189.39

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

Notes:

     1. If plan  interests  are being  registered,  include  the  following:  In
addition,  pursuant  to Rule  416(c)  under  the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan(s) and described herein.

     2. Specific details  relating to the fee calculation  shall be furnished in
notes to the table,  including references to provisions of Rule 457 relied upon,
if the basis of the  calculation is not otherwise  evident from the  information
presented in the table.


<PAGE>

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

     This registration statement relates to two separate prospecti.

     Items 1 and 2 hereof,  and the documents  incorporated  herein by reference
pursuant to Part II, item 3 hereof, constitutes the first prospectus relating to
offers by the Company to its employees and consultants of 5,000,000  shares (the
"Shares") of common stock, par value $.15 per share (the "Common Stock"),  to be
issued  pursuant the Company's 1997 Stock  Compensation  Plan, as amended,  (the
"Stock Plan").  The second  prospectus  relates to the re-offer or resale of any
Shares which are deemed to be "control  securities" or  "restricted  securities"
under the Securities Act of 1933, as amended.  The Company's  principal  offices
are located at 9171 Towne Centre Drive, Suite 355, San Diego,  California 92122,
telephone 619/455-7127.

<PAGE>
                                   PROSPECTUS
                                   ----------

Item 1. Plan Information

                             STOCK PLAN INFORMATION

     The 1997 Stock  Compensation  Plan,  as  amended,  was  established  by the
Company effective on January 10, 1997 to provide the Company  flexibility and to
conserve the Company's cash resources in compensating  certain of its technical,
administrative  and  professional  employees  and  consultants.  The issuance of
shares  under  the  Stock  Plan is  restricted  to  persons  and  firms  who are
closely-related  to the Company and who provide  services in connection with the
development,  production  of the  Company's  products or otherwise in connection
with  its  business.  The  Stock  Plan  authorizes  the  Company  to issue up to
7,250,000 shares of the Company's  Common Stock.  Shares must be issued only for
bona fide  services  and may not be issued  under the Stock Plan  contingent  on
services  to be rendered in the future or for  services in  connection  with the
offer  and sale of  securities  in a  capital-raising  transaction.  Shares  are
awarded under the Stock Plan pursuant to  individually  negotiated  compensation
contracts  as  determined  and/or  approved  by the Stock  Plan  Committee  (the
"Committee").  The  Committee  must be comprised of two or more of the Company's
Directors  appointed  thereto by the  Company's  Board of  Directors.  Committee
members need not be independent Directors. Messrs. M. Lee Hulsebus and Thomas E.
Glasgow  presently  serve  on  the  Committee.   Eligible  participants  include
directors,  employees and  non-employee  consultants  and advisors.  The Company
intends  to award up to 15,000  shares  under the Stock  Plan to each of its six
directors  to  compensate  them for  their  service  on the  Company's  Board of
Directors during 1997. Subject to the restriction that shares may not be awarded
under the Stock Plan to persons  owning  beneficially  or of record ten  percent
(10%) or more of the Company's  then  outstanding  Common Stock or who would own
such amount of shares as a result of an award under the Stock Plan,  there is no
limit as to the number of shares  which may be awarded to a single  participant.
The Company  anticipates  that a substantial  portion of the shares to be issued
under the Stock Plan will be issued as compensation to technical consultants and
advisors to the Company who provide  development  and  clinical  services to the
Company in the  development and testing of its various  products.  Shares may be
awarded  under the Stock Plan until January 1999.  The Company  anticipates  all
7,250,000 shares under the Stock Plan will be awarded during 1997 and 1998.

     The Stock Plan does not  require  restrictions  on the  transferability  of
shares issued thereunder.  However, such shares may be restricted as a condition
to  their  issuance  where  the  Board  of  Directors  deems  such  restrictions
appropriate.  The Stock Plan is not subject to the  Employee  Retirement  Income
Securities  Act of 1974  ("ERISA").  Shares  awarded  under the  Stock  Plan are
intended to be fully taxable to the recipient as earned income.

<PAGE>

Item 2. Registrant Information and Employee Plan Annual Information

     The Registrant shall provide without charge,  upon written or oral request,
the  documents  incorporated  by  reference  in  Item  3  of  Part  II  of  this
Registration  Statement.  Such  documents are  incorporated  by reference in the
Section 10(a) prospectus. The Registrant shall also provide without charge, upon
written  or oral  request,  all other  documents  required  to be  delivered  to
employees  pursuant to Rule 428(b).  Any and all such requests shall be directed
to the  Registrant  at its office at 9171 Towne  Centre  Drive,  Suite 355,  San
Diego, California, 92122.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION,  NOR HAS THE  COMMISSION  PASSED ON THE  ACCURACY  OR
ADEQUACY OF THE  PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<PAGE>


     No person has been  authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and, if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the shares of the common stock  issuable under the terms of the
Plan shall, under any circumstances,  create any implication that there has been
no change in the affairs of the Company since the date hereof.

     The  Company's  principal  offices are located at 9171 Towne Centre  Drive,
Suite 355, San Diego, California 92122, telephone 619/455-7127.

     THIS  PROSPECTUS  DOES NOT  CONSTITUTE  AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.


                 The date of this Prospectus is December 5, 1997

<PAGE>

                                   PROSPECTUS
                                   ----------

                        MEDICAL DEVICE TECHNOLOGIES, INC.

                       5,000,000 shares of Common Stock,
                            $.15 par value per share


     This Prospectus relates to up to 5,000,000 shares of common stock, $.15 par
value  (the  "Common  Stock"),  of Medical  Device  Technologies,  Inc.,  a Utah
corporation (the "Company"),  to be issued to various individuals and affiliates
of the Company  pursuant  to the  Company's  1997 Stock  Compensation  Plan,  as
amended,  which are deemed  control  securities and may be re-offered and resold
from  time to time  by  such  affiliates.  All of the  shares  of  Common  Stock
registered hereunder, are sometimes hereinafter referred to as the "Securities."
The holders of the shares of Common Stock are sometimes hereinafter collectively
referred to as the  "Selling  Stockholders."  All costs in  connection  with the
registration of the Securities are being borne by the Company.  The Company will
not receive any of the proceeds from the sale of the Securities pursuant to this
Prospectus.

     The Common Stock is quoted on the Nasdaq  SmallCap  Market under the symbol
"MEDD." The last  reported  closing bid and asked  prices of the Common Stock on
Nasdaq on December 2, 1997 were $0.063 and $0.094 per share.

     THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY
BY THOSE PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THE COMPANY HAS
INCURRED SUBSTANTIAL OPERATING LOSSES. SEE "RISK FACTORS" BEGINNING ON PAGE 4.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION.

     Information  contained  herein is subject to  completion  or  amendment.  A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  Prospectus  shall  not  constitue  an  offer  to  sell  or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any Sate in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.

                                       i

<PAGE>

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION  HAS PASSED UPON THE  ACCURACY OR  ADEQUACY OF THIS  PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     THIS  PROSPECTUS  DOES NOT  CONSTITUTE  AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

     The  Selling   Stockholders   directly  or  through   agents,   dealers  or
underwriters to be designated from time to time may sell the Securities on terms
to be  determined  at the time of sale.  To the extent  required,  the number of
Securities to be sold, the respective  purchase price and public offering price,
the name of any agent,  dealer or underwriter and any applicable  commissions or
discounts  with  respect  to a  particular  offer  will  be  set  forth  in  and
accompanied by a Prospectus Supplement. See "Plan of Distribution."

     The Selling  Stockholders  and any  agents,  dealers or  underwriters  that
participate  with the Selling  Stockholders in the  distribution of their shares
may be deemed to be  "underwriters"  within the meaning of the Securities Act of
1933, as amended (the "Securities  Act"),  and any commissions  received by them
and any profits on the resale of the Selling Stockholders' shares, may be deemed
to be  underwriting  commissions or discounts  under the  Securities  Act. Under
applicable rules and regulations  promulgated under the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  any person engaged in a distribution
of securities may not simultaneously bid for or purchase  securities of the same
class for a period of two (2) business  days prior to the  commencement  of such
distribution.  In  addition,  and without  limiting the  foregoing,  the Selling
Stockholders  will be subject to the  applicable  provisions of the Exchange Act
and the rules and regulations thereunder,  including,  without limitation, Rules
10b-2, 10b-5, 10b-6 and 10b-7, in connection with transactions in the Securities
during the effectiveness of the Registration  Statement of which this Prospectus
forms  a  part.  All  of the  foregoing  may  affect  the  marketability  of the
Securities.

                The date of this Prospectus is December 5, 1997.


                                       ii

<PAGE>

                              AVAILABLE INFORMATION

     The Company is subject to the  information  requirements  of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed by the Company in accordance with the Exchange Act
can be inspected and copies made at the public reference  facilities  maintained
by the  Commission  at Room  1204,  Judiciary  Plaza,  450 Fifth  Street,  N.W.,
Washington,  DC 20549; Suite 1400,  Northwestern Atrium Center, 500 West Madison
Street,  Chicago,  IL 60661 and 7 World Trade Center, New York, NY 10048. Copies
of such material can be obtained at prescribed  rates from the public  reference
section of the Commission at 450 Fifth Street, N.W.,  Washington,  DC 20549. The
Commission  maintains a web-site that contains  reports,  proxy and  information
statements and other information regarding the Company that are on file with the
Commission. The address of the Commission's web-site is http://www.sec.gov.

     The Company has filed with the Commission a Registration  Statement on Form
S-8 (including all  amendments  thereto,  the  "Registration  Statement"),  with
respect  to the Common  Stock  offered  hereby.  As  permitted  by the rules and
regulations  of the  Commission,  this  Prospectus  does not  contain all of the
information  set  forth  in the  Registration  Statement  and the  exhibits  and
schedules thereto.  For further information about the Company and the Securities
offered hereby, reference is made to the Registration Statement and the exhibits
thereto, which may be examined without charge at the public reference facilities
maintained by the Commission at Room 1204,  Judiciary  Plaza,  450 Fifth Street,
N.W.,  Washington,  DC  20549,  and  copies of which  may be  obtained  from the
Commission upon payment of the prescribed fees.

     No person has been  authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and, if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the shares of the Common Stock issuable under the terms of this
Prospectus, under any circumstances,  create any implication that there has been
no change in the affairs of the Company since the date hereof.

                                        1
<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  Company  incorporates  herein by  reference  the  following  documents
heretofore  filed with the Commission:  the Annual Report of the Company on Form
10-KSB for the  fiscal  year ended  December  31,  1996;  the  Definitive  Proxy
Statement  on Form 14-A dated April 8, 1997 with respect to the  Company's  1997
Annual  Stockholders  Meeting held on May 23, 1997; the Quarterly Reports of the
Company on Form 10-QSB for the periods  ended March 31, 1997,  June 30, 1997 and
September 30, 1997 and the Company's Form 8-K dated June 23, 1997.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
termination  of the  offering  hereby  shall be  deemed  to be  incorporated  by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement  contained in a document  incorporated  herein by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Prospectus  to the extent  that a  statement  contained  herein (or in any other
subsequently  filed  document  which also is  incorporated  herein by reference)
modifies or supersedes such  statement.  Any statement so modified or superseded
shall  not be deemed to  constitute  a part  hereof  except  as so  modified  or
superseded.

     The  Company  will  provide,  without  charge  to  each  person  to  whom a
Prospectus  is delivered,  on the written or oral request of any such person,  a
copy of any or all of the documents incorporated herein by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into the information  that is incorporated  into the Prospectus.  Such
written  requests  should be  directed to the  Secretary  of the Company at 9171
Towne Centre Drive,  Suite 355, San Diego,  California  92122,  telephone  (619)
455-7127.


                                        2
<PAGE>

                               PROSPECTUS SUMMARY

     The  following  summary is qualified  in its entirety by the more  detailed
descriptions  and financial  information and statements  appearing  elsewhere in
this Prospectus and the documents incorporated herein by reference.

The Company
-----------
 
     The Company is in the business of  identifying,  developing and bringing to
market medical devices and their related products which the Company believes are
innovative,  represent improvements over existing products, or are responsive to
a presently unfulfilled need in the marketplace.  Pursuant to this strategy, the
Company has identified and acquired three licenses to develop  products,  all of
which the Company believes have commercial viability. In addition,  depending on
the specific device and other circumstances,  such as the Company's then current
financial and  operating  situation,  the Company  pro-actively  attempts,  on a
limited  basis from time to time,  to identify and license  additional  patented
technologies  in the medical device field.  See "The Company" and "Risk Factors"
below.

     The  Company's  principal  offices are located at 9171 Towne Centre  Drive,
Suite 355, San Diego, California 92122, telephone (619) 455-7127.

The Offering
------------

     Up to 5,000,000  shares of Common Stock are being offered  pursuant to this
Prospectus  which may be offered  from time to time by the Selling  Stockholders
for their own account.

Plan of Distribution
--------------------

     The Selling Stockholders,  directly or through agents or underwriters,  may
offer and sell from time to time all or any part of the Securities  held by them
in amounts and on terms to be determined or at quoted prices then  prevailing on
the Nasdaq SmallCap Market. See "Plan of Distribution."


                                        3
<PAGE>

                                  RISK FACTORS


     Investment  in the  Company's  securities  involves a high  degree of risk.
Investors  should  carefully  consider  the  following  factors,  among  others,
relating to the Company.

     Development  Stage  Company;  History  of  Operating  Losses;   Accumulated
Deficit; Uncertainty of Future Profitability; Auditors' Going Concern

     The Company was  exclusively  engaged in oil and gas activities  until June
1992, when it entered into its first license agreement and commenced its current
operations in the medical device business. The Company subsequently entered into
two additional  licenses for medical  devices and in April of 1994  discontinued
entirely  its  oil  and  gas  operations.  The  Company  commenced  the  limited
manufacture  and marketing of its first medical  device,  the Fluid Alarm System
(the  "FAS"),  in  1996,  although  to  date,  the  Company  has  only  realized
approximately  $83,000 in sales, and no profits, with respect to the FAS device.
The Company is  currently  developing  its other two medical  devices,  the Cell
Recovery System (the "CRS") and the Intracranial Pressure Monitoring System (the
"ICP").  Consequently,  the Company is still a  development  stage  company with
respect to the medical  device  business.  At December 31, 1996,  partially as a
result  of  its  unsuccessful  oil  and  gas  activities,  the  Company  had  an
accumulated deficit of approximately $17,300,000.  The Company expects losses to
continue  until  such  time,  if ever,  as the  Company's  medical  devices  can
successfully be brought to market and generate  sufficient  operating  revenues.
Although the Company has commenced marketing the Fluid Alarm System, the Company
needs to conduct  additional  development  activities  with respect to its other
products,  which include clinical testing and  establishing  manufacturing  with
respect to the Cell Recovery  System and substantial  research and  development,
clinical  testing  and  obtaining  regulatory  clearance  with  respect  to  the
Intracranial  Pressure  Monitoring  System.  Although  the Company  received FDA
marketing  clearance of the Company's second device, the CRS, in March 1996, the
Company intends to complete certain  clinical trials for a follow-up  submission
to the FDA to establish  that the device is comparable to results  achieved from
biopsy,  the most costly and  invasive  biopsy  procedure  in the  detection  of
certain urological  diseases,  such as bladder cancer. There can be no assurance
that the Company will receive 510(k)  clearance,  which is for products that are
similar to products that have already received FDA clearance (a "510(k)"),  from
the FDA for such additional  claims or that the FDA will not require the Company
to submit a  pre-market  approval  application  (a "PMA") for such claims  which
would  substantially delay marketing  clearance.  There can also be no assurance
that  the  Company  will be  successful  in  establishing  manufacturing  of the
system's  instrumentation and disposables.  The Company's third device, the ICP,
is still undergoing development.



                                        4
<PAGE>

     The Company intends to complete  clinical  testing and to establish  volume
manufacturing with respect to the CRS. The costs of conducting these testing and
clearance  procedures,   together  with  projected  general  and  administrative
expenses and projected marketing costs related to the FAS and launch of the CRS,
are  expected  to result in  continuing  losses  until such time as the  Company
achieves significant sales from one or more of its products.

     The Company's ability to achieve  profitability depends upon its ability to
successfully  market the FAS and to develop and successfully  market the CRS and
ICP, of which there can be no assurance.  In addition, the Company will continue
to  seek  to  license   additional   medical   products  for   development   and
commercialization,  although there can be no assurances that the Company will be
able to identify any additional  products that it deems suitable for development
and  commercialization,  or that if it does identify such products,  that any of
them will be successfully  developed and commercialized.  Further, the Company's
independent  certified  public  accountants'  report on the Company's  financial
statements  for the  year  ended  December  31,  1996  includes  an  explanatory
paragraph that the Company's  recurring losses from operations raise substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Need for Additional  Capital;  Possible Issuance of Securities and Corresponding
Possible Future, Substantial Dilution

     The Company's cash  requirements  continue to be significant.  In order for
the  Company to satisfy its  capital  needs for the next 12 months,  the Company
needs to increase sales of the FAS (which the Company does not presently believe
will be sufficient  for the Company to maintain its current level of operations,
including its current product development and research and development plan) and
raise additional  capital.  The Company has limited  commitments with respect to
additional private  convertible notes; there can be no assurance that additional
capital can be obtained on terms  acceptable to the Company,  or at all. Failure
by the Company to realize  significant sales and achieve  profitability from the
FAS or CRS or obtain additional capital, would have a material adverse effect on
the  Company  and would  cause the  Company  to  substantially  curtail  product
development


                                        5
<PAGE>

     and  planned  market  introduction  of its  devices  due to lack of  funds.
Further,  in the event that the Company obtains any additional  financing,  such
financings will most likely have a dilutive effect on the holders of the Company
securities, which dilution could be substantial.

Uncertainty of Product Development; Corporate Inexperience
 
     Development of the Company's  medical devices will be subject to all of the
risks associated with new product development,  including  unanticipated delays,
expenses,  technical  problems,  or other  difficulties  that  could  result  in
abandonment  or  substantial  change in the  proposed  commercialization  of the
Company's  medical  devices.  Given the  uncertainties  inherent  in new product
development,  and the Company's  inexperience in the business of commercializing
medical devices,  there can be no assurances that the Company will be successful
in developing its products. Investors should be aware of the potential problems,
delays and difficulties often encountered by any development stage company. As a
consequence,  problems may arise that may be beyond the experience or control of
management and accordingly,  the Company's prospects must be considered in light
of the risks,  expenses and difficulties  frequently  encountered by development
stage companies in the  establishment of a new business in a highly  competitive
and highly regulated industry.  Although the Company has commenced the marketing
of one of its  products,  the FAS, it is not  currently  possible to predict the
demand and market acceptance for the FAS or any of the Company's other products.
Accordingly,  there  can be no  assurance  that the  Company's  development  and
commercialization  activities will be successful,  that the Company will receive
FDA  clearance  for any of its  other  products,  or that  any of the  Company's
devices  will be  commercially  viable and  successfully  marketed,  or that the
Company will ever achieve significant levels of revenue or profits, if any.

Dependence on Third Party Manufacturing; Limited Marketing Capabilities

     The Company has no current manufacturing  capabilities and will continue to
be forced to rely on third parties to manufacture its products. The Company must
be  able  to  effect  the  manufacture  of the  devices  that  it  will  seek to
commercialize,  in sufficient  quantities and at acceptable costs.  Further, the
Company  and  third-party  manufacturers  will need to comply with FDA and other
regulatory  requirements  in connection  with its  manufacturing  activities and
facilities,   including  FDA  Current  Good  Manufacturing   Practices  ("CGMP")
regulations.



                                        6
<PAGE>

     There can be no assurance that third party manufacturers  acceptable to the
Company can be identified on commercially  acceptable  terms, or at all, or that
such other  manufacturers,  if  identified,  will be adequate for the  Company's
long-term  needs,  or that they can meet all relevant  regulatory  requirements.
Moreover,  there can be no assurance that the Company's  manufacture of products
on a limited  scale  basis  means that the  Company  can  effect the  successful
transition to commercial, large-scale production.

     The Company  currently has a limited sales and marketing staff and does not
presently  intend to  establish  its own extended  sales  force.  The Company is
presently seeking to engage independent regional distributors of medical devices
to effect the sale of its FAS device. At a future date the Company may also form
a marketing alliance with a strategic  corporate partner with respect to the FAS
device,  although  there  can be no  assurance  that  it  will be able to do so.
Similarly,  the Company presently intends to engage independent  distributors of
medical devices or form marketing alliances with strategic corporate partners to
effect sales of its other two medical devices.  As a consequence,  the Company's
current  marketing and sales strategy will  substantially  rely on  unaffiliated
third  parties to effect the sales of its  products.  There can be no  assurance
that  the  Company  will  be  able to rely  on  unaffiliated  third  parties  to
successfully  effect  sales of its products or that the Company will not have to
incur significant additional  expenditures,  which may include the employment of
sales personnel, in order to successfully effect the sales of its products.

No Assurance of Market for FAS Device

     Although the Company  commenced the marketing of the FAS device in 1996, to
date the Company has only realized  approximately  $83,000 in sales and achieved
limited  profitability  with  respect to the FAS device.  The Company  currently
believes that before the FAS will experience any significant  sales, the Company
will have to convince the medical  community of the potential  unreliability  of
infection  control barriers such as latex surgical  gloves,  particularly in the
absence of obvious breaches,  punctures or tears of the gloves. In order for the
FAS to be successful,  the Company must  demonstrate  that fluid contact between
health care professionals and patients occurs as a routine matter as a result of
the  "fluid-saturation"  of latex surgical gloves even when such gloves have not
been punctured or torn.

     The Company  also needs to  establish  that when fluid  contact  does occur
between health care  professionals  and patients as a result of  fluid-saturated
but  otherwise  non-damaged  latex  gloves,  that  pathogens  (which are disease
producing  organisms) are transmitted  between the health care  professional and
the patient, thus resulting in a health risk to both parties. There  can  be  no


                                        7
<PAGE>

assurance  that the Company will be able to convince the medical  community  the
need for a device like the FAS and consequently,  there can be no assurance that
a market  will  develop  for the FAS  device.  The  failure  of the  Company  to
establish  a market for the FAS device and effect  significant  sales of the FAS
device  would have a material  adverse  effect on the Company.  Further,  in the
event that the Company does not effect sufficient sales of the FAS device, which
the  Company  does not  presently  believe  that it will be able to obtain,  the
Company will be required to raise additional capital.

No Assurance of Market for CRS Device

     The Company received marketing clearance for the CRS device with respect to
urological procedures in March 1996. Nevertheless, the Company will not commence
marketing the CRS until 1998, so that the Company can complete  certain clinical
trials for a follow-up 510(k) submission to the FDA to establish that the device
assists  with the  detection  of certain  urological  diseases,  such as bladder
cancer. There can be no assurance that the Company will receive 510(k) clearance
from the FDA for such  additional  claims or that the FDA will not  require  the
Company to submit a PMA  application  for such claims  that would  substantially
delay  marketing  clearance.  The Company also  intends to commence,  prior to a
scheduled   marketing   launch  of  the  CRS,   manufacturing  of  the  system's
instrumentation  and  disposables,  although  there can be no assurance that the
Company will be able to do so. The Company  currently  believes  that before the
CRS will  experience any  significant  sales that the device's  capabilities  in
assisting  with the  detection  of  certain  diseases,  such as with  respect to
assisting the detection of bladder cancer, particularly in comparison to current
cell sampling  methods,  will have to be established.  There can be no assurance
that the Company will be able to establish to the medical community that the CRS
device is as effective as biopsy in assisting  the  detection of bladder  cancer
and  consequently,  there can be no assurance that a market will develop for the
CRS device  relative to the  detection  of bladder  cancer.  Further,  since the
Company  has not  yet  commenced  adaptation  of the CRS  device  for any  other
procedures,  there can be no assurance that there will be a market for any other
procedures  for which the Company is successful in adapting the CRS device.  The
failure  of the  Company  to  establish  a market  for the CRS device and effect
significant  sales of the CRS device in the  urological or any other field could
have a material adverse effect on the Company.


                                        8
<PAGE>
No Assurance of Identification,  Acquisition or  Commercialization of Additional
Technologies

     From time to time, if the Company's resources allow, the Company intends to
explore the acquisition  and subsequent  development  and  commercialization  of
additional  patented  technologies in the medical device field.  There can be no
assurance,  however,  that the Company will be able to identify  any  additional
technologies and, even if suitable technologies are identified,  there can be no
assurance that the Company will have sufficient funds to commercialize  any such
technologies or that any such technologies will ultimately be viable.

Government Regulations

     The Company's  medical device products are subject to extensive  government
regulations in the United States and in other countries.  In order to clinically
test,  produce,  and market its  devices,  the  Company  must  satisfy  numerous
mandatory procedures,  regulations, and safety standards established by the FDA,
and comparable state and foreign regulatory agencies.  Typically, such standards
require  that the  products  be  cleared  by the  government  agency as safe and
effective for their intended use prior to being marketed for human applications.
The clearance  process is expensive and time consuming.  Other than with respect
to the Company's Fluid Alarm System and the Cell Recovery  System,  no assurance
can be given that clearances will be granted for any expanded claims for the CRS
or for the sale of the ICP or any other  future  products,  if any,  or that the
length  of time  for  clearance  will  not be  extensive,  or that  the  cost of
attempting to obtain any such clearances will not be prohibitive.

     The FDA employs a rigorous system of regulations and requirements governing
the clearance processes for medical devices,  requiring, among other things, the
presentation of substantial evidence,  including clinical studies,  establishing
the safety and efficacy of new medical devices.  The principal  methods by which
FDA  clearance  is obtained  are  pre-market  approval  (a "PMA"),  which is for
products that are not comparable to any other product in the market, or filing a
pre-market  notification  under  Section  510(k) of the Federal  Food,  Drug and
Cosmetic  Act (a "510(k)")  which is for  products  that are similar to products
that have already  received  FDA  clearance.  Although  both methods may require
clinical testing of the products in question under an approved protocol, because
PMA clearance relates to more unique products, the PMA procedure is more complex
and time consuming.  Applicants  under the 510(k)  procedure must prove that the
products for which clearance is sought are substantially  equivalent to products
on the market  prior to the  Medical  Device  Amendments  of 1976,  or  products
approved  thereafter  pursuant  to the  510(k).  The review  period for a 510(k)
application  is  approximately  one  hundred  fifty  (150) days from the date of
filing  the  application,  although  there can be no  assurance  that the review
period will not extend beyond such a period.


                                        9
<PAGE>

     Under the PMA procedure,  the applicant is required to conduct  substantial
clinical testing to determine the safety,  efficacy and potential hazards of the
product.  The review period under a PMA  application is one hundred eighty (180)
days from the date of filing,  and the application is not  automatically  deemed
cleared if not rejected during that period. The preparation of a PMA application
is  significantly  more complex,  expensive and time  consuming  than the 510(k)
procedure.  Further,  the FDA can  request  additional  information,  which  can
prolong the clearance process.

     In order to  conduct  human  clinical  studies  for any  medical  procedure
proposed  for the  Company's  products,  the  Company  could also be required to
obtain an  Investigational  Device  Exemption  ("IDE") from the FDA, which would
further increase the time before potential FDA clearance.  In order to obtain an
IDE,  the  Company  would be  required  to  submit  an  application  to the FDA,
including a complete  description of the product, and detailed medical protocols
that would be used to evaluate the  product.  In the event an  application  were
found to be in order, an IDE would ordinarily be granted promptly thereafter.

     The Company  may be  required  to use the PMA process for the  Intracranial
Pressure  Monitoring  System or for  expanded  claims for the CRS in order to be
granted FDA clearance.  The clearance process can take from a minimum of six (6)
months  to  several  or more  years,  and  there  can be no  assurance  that FDA
clearance will be granted for the commercial sale of the  Intracranial  Pressure
Monitoring System or expanded claims for the CRS device.

     The FDA also imposes various  requirements on manufacturers  and sellers of
medical  devices  under  its  jurisdiction,  such  as  labeling,   manufacturing
practices,  record keeping and reporting requirements.  The FDA may also require
post-market  testing and  surveillance  programs to monitor a product's  effect.
There can be no assurance  that the  appropriate  clearance from the FDA will be
obtained,  that the process to obtain  such  clearance  will not be  excessively
expensive or lengthy,  or that the Company will have sufficient  funds to pursue
such  clearances.  Moreover,  failure to  receive  requisite  clearance  for the
Company's  products or processes would prevent the Company from  commercializing
its products as  intended,  and would have a  materially  adverse  effect on the
business of the Company.

     Even after regulatory clearance is obtained, any such clearance may include
significant  limitations on indicated uses. Further,  regulatory  clearances are
subject to continued review,  and later discovery of previously unknown problems
may result in restrictions with respect to a particular product or manufacturer,
including withdrawal of the product from the market, or sanctions or fines being
imposed on the Company.


                                       10
<PAGE>

     Distribution  of the Company's  products in countries other than the United
States  may be  subject  to  regulation  in  those  countries.  There  can be no
assurance  that the Company  will be able to obtain the  approvals  necessary to
market its medical devices outside of the United States.
 
Patents and Intellectual Property Rights

     The Company has entered into exclusive  license  agreements with respect to
each of the patents  underlying the Company's  first three  products:  the Fluid
Alarm System; the Cell Recovery System; and the Intracranial Pressure Monitoring
System. There can be no assurance,  however,  that such patents will provide the
Company with significant protection from competitors. Patent protection relative
to medical  devices is  generally  uncertain,  and  involves  complex  legal and
factual questions. To date, there has emerged no consistent policy regarding the
breadth of claims  allowed in connection  with the patent  protection of medical
devices. Accordingly, there can be no assurance that any patents licensed by the
Company will afford protection  against  competitors with similar  technologies.
Finally,  there can be no  assurance  that the Company  will have the  financial
resources necessary to enforce its patent rights.

     Even  though  the  Company  has  licensed  patents,  under the terms of the
Company's  license  agreements  the Company is responsible  for protecting  such
patents.  Challenges  may be  instituted  by third  parties as to the  validity,
enforceability  and  infringement  of the  patents.  Further,  the  cost  of the
litigation  to defend any  challenge  to the  Company's  licensed  patents or to
uphold the validity and enforceability and prevent infringement of the Company's
licensed patents can be substantial. In the event that others are able to design
around  the  Company's  licensed  patents,   the  Company's  business  could  be
materially and adversely affected.

     The Company may be required to obtain  additional  licenses  from others to
continue to refine, develop,  manufacture, and market new products. There can be
no  assurance  that the  Company  will be able to obtain  any such  licenses  on
commercially  reasonable  terms or at all or that the rights granted pursuant to
any licenses will be valid and enforceable.

     Notwithstanding the Company's exclusive license with respect to the patents
underlying  the FAS, CRS and ICP, there can be no assurance that others will not
independently  develop similar  technologies,  or design around the patents.  If
others are able to design  around the patents,  the  Company's  business will be
materially  adversely affected.  Further, the Company will have very limited, if
any,  protection of its proprietary rights in those  jurisdictions  where it has
not effected any patent  filings or where it fails to obtain  patent  protection
despite filing therefor.

                                       11
<PAGE>

     Even though the patents underlying the Company's three medical devices have
been issued by the United States Patent and Trademark Office,  challenges may be
instituted  by  third  parties  as to the  validity  and  enforceability  of the
patents.  The Company is not presently  aware of any  challenges to the patents.
Similarly,  the Company  may also have to  institute  legal  actions in order to
protect  infringement  of the  patents  by third  parties.  The  Company  is not
presently aware of any such infringements. The costs of litigation or settlement
in  connection  with the defense of any third party  challenges  relative to the
validity and enforceability of its patents and/or to prevent any infringement of
the patents by third  parties,  which  pursuant to the license  agreements  with
respect to the patents are the Company's  responsibility,  could be substantial.
Moreover, in the event that the Company was unsuccessful in any such litigation,
the Company could be materially adversely affected.

     In  addition to relying on patent  protection  for its  products,  of which
there is no  assurance,  the Company will also attempt to protect its  products,
processes  and   proprietary   rights  by  relying  on  trade  secret  laws  and
non-disclosure and  confidentiality  agreements,  as well as exclusive licensing
arrangements  with  persons  who have  access to its  proprietary  materials  or
processes,  or who have  licensing  or research  arrangements  exclusive  to the
Company.  Despite these protections,  no assurance can be given that others will
not  independently  develop or obtain access to such materials or processes,  or
that the Company's  competitive position will not be adversely affected thereby.
To the extent members of the Company's Scientific Advisory Board have consulting
arrangements with, or are employed by, a competitor of the Company, such members
might  encounter  certain  conflicts  of  interest,  and the  Company  could  be
materially  adversely  affected by the disclosure of the Company's  confidential
information by such Scientific Advisors.

Competition; Product Obsolescence

     The medical device industry is intensely competitive, particularly in terms
of price,  quality and marketing.  Most of the Company's  competitors are better
established  and have  substantially  greater  financial,  marketing  and  other
resources than the Company. Further, most of the Company's competitors have been
in  existence  for a  substantially  longer  period  of time  and may be  better
established  in those  markets  where the Company  intends to sell its  devices.
Although the Company is not presently aware of any competitor that  commercially
manufactures  and  sells  any  medical  devices  with  the  same   technological
advantages  as those the  Company  presently  intends  to sell,  the  Company is



                                       12
<PAGE>

presently aware of one technology similar to the FAS that is being developed and
tested,  and one that is already in the  marketplace,  although  there can be no
assurance  that  other  similar  or  competitive   technologies  are  not  being
developed.  Due  to  the  Company's  relative  lack  of  experience,  financial,
marketing and other resources there can be no assurance that the Company will be
able to market  this  device  successfully,  develop and market any of its other
medical devices, or compete in the medical device industry.

     Moreover,  competitors may develop and successfully  commercialize  medical
devices  that  directly or  indirectly  accomplish  what the  Company's  medical
devices are designed to accomplish in a superior  and/or less expensive  manner.
As a  consequence,  such  competing  medical  devices  may render the  Company's
medical devices  obsolete.  There can be no assurance  that,  either prior to or
after the Company has developed,  commercialized and marketed any of its medical
devices  that such devices  will not be rendered  obsolete by competing  medical
devices.

Health Care  Reform and Related  Measures;  Uncertainty  of Product  Pricing and
Reimbursement

     The levels of revenues and profitability of sales of medical devices may be
affected by the  continuing  efforts of  governmental  and third party payors to
contain  or reduce  the  costs of  health  care  through  various  means and the
initiatives  of  third  party  payors  with  respect  to  the   availability  of
reimbursement. For example, in certain foreign markets, pricing or profitability
of medical devices is subject to government  control. In the United States there
have been,  and the Company  expects that there will continue to be, a number of
federal and state proposals to implement similar governmental control.  Although
the Company cannot predict what  legislative  reforms may be proposed or adopted
or what actions  federal,  state or private  payors for health care products may
take in  response  to any health  care  reform  proposals  or  legislation,  the
existence and pendency of such proposals could have a material adverse effect on
the Company.

     Whether a medical  procedure is subject to  reimbursement  from third party
payors impacts upon the likelihood that a medical product associated with such a
procedure will be purchased. Third party payors are increasingly challenging the
prices charged for medical  products.  Two of the Company's three products,  the
CRS and the ICP also involve a medical procedure. There can be no assurance that
any of the Company's products, or the procedures that accompany the CRS and ICP,
will  be  reimbursable.  To the  extent  any or  all  of the  Company's  medical
products, and any accompanying medical procedures, are not reimbursable by third
party payors the Company's  ability to sell its products on a competitive  basis
will be adversely  affected,  which could have a material  adverse effect on the
Company.

                                       13
<PAGE>

Dependence On Key Personnel

     The  Company's  success  will depend to a large  extent upon its ability to
retain Mr. M. Lee  Hulsebus,  its Chief  Executive  Officer and  Chairman of the
Board. The loss or  unavailability  of the services of Mr. Hulsebus would have a
material adverse effect on the business and operations of the Company.

Need for Additional Personnel

     In the  event  that  the  Company  receives  FDA  clearances  for  expanded
diagnostic  claims  with  respect to the Cell  Recovery  System or  Intracranial
Pressure  Monitoring  System, or there is significant  commercial demand for the
Fluid Alarm System or Cell Recovery System as currently  cleared by the FDA, the
Company  will need to hire  additional  administrative  and sales and  marketing
personnel.  These demands are expected to require the addition of new management
personnel and the  development  of additional  expertise by existing  management
personnel.  There can be no assurance  that the Company will be able to hire and
retain the  additional  personnel  that it will require.  Failure to do so could
have a material adverse effect on the Company.

Continued Nasdaq SmallCap Listing

     The  Company's  Common  Stock is  presently  listed on the Nasdaq  SmallCap
Market.  The National  Association  of Securities  Dealers  Automated  Quotation
System has established  certain  standards for the initial listing and continued
listing of a security on the Nasdaq  SmallCap  Market.  The Company has recently
been notified by Nasdaq that it is not in compliance with one of the alternative
maintenance standards,  although the Company's Common Stock will not be excluded
from  listing  on the Nasdaq  SmallCap  Market  until such  failure to comply is
finally  resolved in the Nasdaq hearing  process.  As a result,  there can be no
assurance  that the Company will be able to satisfy the  standards  required for
the continued  Nasdaq  SmallCap  Market  listing of its Common  Stock,  and as a
consequence,  its securities may be delisted from the Nasdaq SmallCap Market. In
the event that the Company's Common Stock were excluded from the Nasdaq SmallCap
Market it would  materially  adversely  affect  the price and  liquidity  of the
Common Stock.


                                       14
<PAGE>

In the event  that the  Company is unable to satisfy  Nasdaq  SmallCap  Market's
maintenance requirements, trading would be conducted in the "pink sheets" or the
OTC's Electronic  Bulletin Board. As a consequence,  trading with respect to the
Company's  Common Stock would be subject to the  so-called  "penny stock" rules.
Unless an exception is  available,  the penny stock rules  require,  among other
things,  the  delivery  to a  prospective  purchaser,  prior to any  transaction
involving a penny stock,  of a disclosure  schedule  explaining  the penny stock
rules and the risks  associated  therewith.  If the  Company's  Common Stock was
subject to the regulations on penny stocks,  the market liquidity for the Common
Stock would be severely  affected by limiting the ability of  broker/dealers  to
sell the Common Stock in the public  market.  There is no assurance that trading
in the Company's  securities  will not be subject to these or other  regulations
that would materially adversely affect the market for such securities.

No Dividends With Respect to Common Stock

     The  Company  has not paid any cash  dividends  with  respect to its Common
Stock,  and it is unlikely that the Company will pay any dividends on its Common
Stock in the foreseeable future.  Earnings, if any, that the Company may realize
will be retained in the business for further development and expansion.

Product Liability and Insurance

     The Company's business could, in the future, expose it to product liability
claims for  personal  injury or death.  Such risks are  inherent in the testing,
manufacturing  and  marketing  of its  products  and  services.  The Company has
product liability insurance which it believes is adequate, however, there can be
no assurance  that such  insurance  will  provide  sufficient  coverage  against
potential  liabilities  or that it will be  able to  maintain  or,  if need  be,
increase such coverage.

Anti-Takeover  Provisions;  Poison Pill Issuance of Other Preferred Stock;  Utah
Anti-Takeover Provisions

     The Company's Articles of Incorporation and By-Laws contain provisions that
may make the  acquisition  of control of the  Company by means of tender  offer,
over-the-counter  market purchases, a proxy fight or otherwise,  more difficult.
This could prevent  securityholders from realizing a premium on their securities
of the Company. The Company also has a staggered Board of Directors,  which is a
further impediment to a change in control.


                                       15
<PAGE>



     The Company has adopted a so-called "poison pill." Specifically, the poison
pill significantly increases the cost to an unwanted party to acquire control of
the  company  upon  the  acquisition  by  such  unwanted  suitor  of  15% of the
outstanding voting power of the Company.

     In  addition,  the  Board of  Directors  may  issue  one or more  series of
preferred  stock  without  any  action  on the part of the  shareholders  of the
Company,  the existence and/or terms of which may adversely affect the rights of
holders of the Common Stock.  In addition,  the issuance of any such  additional
preferred stock may be used as an "anti-takeover"  device without further action
on the part of the shareholders.  Issuance of additional  preferred stock, which
may be accomplished  through a public offering or a private placement to parties
favorable  to current  management,  may  dilute  the voting  power of holders of
Common Stock and the Preferred  Stock (such as by issuing  preferred  stock with
super  voting  rights)  and may render  more  difficult  the  removal of current
management, even if such removal may be in the shareholders' best interests.

     The Company is subject to the provisions of Sections 61-6-3 through 61-6-12
of the Utah Control Shares Acquisition Act, an anti-takeover  statute.  Sections
61-6-3 through 61-6-12  effectively  provide that in the event a person acquires
ownership or the power to effect, directly or indirectly, the exercise of 20% or
more of the voting power of a Utah  corporation in connection  with the election
of  directors,  then such  person  shall only be  entitled to vote to the extent
expressly  agreed  to  by  the  majority  of  the  other   shareholders  of  the
corporation.  Accordingly, potential acquirors of the Company may be discouraged
from  attempting  to effect  acquisitions  of the Company's  voting  securities,
thereby  possibly  depriving  holders  of the  Company's  securities  of certain
opportunities  to sell or otherwise  dispose of such  securities at above-market
prices.

Shares Eligible for Future Sale

     There are  presently  602,688  shares of Common  Stock that were issued and
outstanding that are "restricted securities" as that term is defined by Rule 144
of the  Securities  Act,  all of which  are  currently  eligible  for  resale in
compliance  with Rule 144 of the  Securities  Act. Of these  shares,  66,965 are
owned by current officers and directors of the Company.


                                       16
<PAGE>

     In addition to 1,972,500 issued and outstanding  redeemable  Warrants which
expire on June 23, 1999,  each of which Warrant  entitles its holder to purchase
two (2) shares of Common  Stock for an  exercise  price of $3.75 per Warrant (or
$1.875 per share),  the Company has also issued an aggregate of 794,680  private
warrants  which  shall vest and  become  exercisable  from time to time.  Of the
latter  warrants,  511,801 are owned by officers  and  directors of the Company.
Rule 144 provides that, in general, a person holding restricted securities for a
minimum period of one (1) year may, every three (3) months  thereafter,  sell in
brokerage  transactions an amount of shares which does not exceed the greater of
one percent (1%) of the Company's then  outstanding  Common Stock or the average
weekly  trading  volume of the Common Stock  during the four (4) calendar  weeks
immediately   prior  to  such  sale.  Rule  144  also  permits,   under  certain
circumstances,  the sale of shares without any quantity  limitations by a person
who is not an  affiliate  of the  Company and was not an  affiliate  at any time
during the ninety (90) day period  immediately  prior to such sale,  and who has
satisfied a two (2) year holding period.  Sales of the Company's Common Stock by
shareholders  under Rule 144 may have a depressive effect on the market price of
the Company's Common Stock.

Forward-Looking Statements and Associated Risk.

     This Prospectus contains  forward-looking  statements within the meaning of
section 27A of the  Securities  Act of 1933, as amended,  and section 21E of the
Securities  Exchange Act of 1934, as amended,  including  statements  regarding,
among  other  items (i) the  Company's  growth  strategies,  (ii) the  Company's
products,  (iii)  the need for  additional  financing  in  order to  effect  the
acquisition of a particular  medical device,  and in general,  (iv) the need for
and uncertainty with respect to necessary regulatory clearances,  (v) commercial
acceptance of certain of the Company's  medical devices,  and (vi) the Company's
ability  to  successfully  commercialize  its  medical  devices  and to  achieve
profitability in general. These forward-looking  statements are based largely on
the  Company's   expectations   and  are  subject  to  a  number  of  risks  and
uncertainties, certain of which are beyond the Company's control. Actual results
could differ materially from these forward-looking statements as a result of the
factors  described  in "Risk  Factors,"  including,  among  others,  regulatory,
financial,  market or general economic  influences.  In light of these risks and
uncertainties,  there can be no assurance  that the  forward-looking  statements
contained in this Prospectus will in fact transpire or prove to be accurate.

                                       17
<PAGE>

                                   THE COMPANY

     Effective as of January 1, 1994,  the Company has been engaged full time in
identifying, developing and bringing to market medical devices which the Company
believes are innovative,  represent  improvements over existing products, or are
responsive to a presently  unfulfilled  need in the  marketplace.  The Company's
strategy  consists  of: (i)  identifying  patented  technologies  in the medical
device field that it believes  have  potential  commercial  viability  but still
require refinement and regulatory clearance,  (ii) providing the necessary funds
to develop and obtain the  requisite  regulatory  clearance of such  products in
exchange for the acquisition, license for some other right to commercialize such
technologies, and (iii) attempt to commercialize or sublicense such technologies
by entering into agreements with one or more entities for clinical  development,
manufacturing and marketing of such products. Through this strategy, the Company
believes  that it can play a role in bridging  the gap between  viable  patented
technologies and their commercialization. Pursuant to this strategy, the Company
has identified and acquired three licenses to develop products,  the Fluid Alarm
System (FAS), formerly the Personal Alarm System (PAS), the Cell Recovery System
(CRS) and the Intracranial  Pressure  Monitoring  System (ICP), all of which the
Company believes have potential commercial viability.


                                       18
<PAGE>

     The primary focus of the Company's  activities for the  foreseeable  future
will be: the continued  marketing of the FAS,  which  commenced in 1996 and with
respect to which the  Company,  to date,  has  experienced  minimal  sales;  and
completing the regulatory and development process relative to the CRS and ICP so
that the Company  can also bring these  products  to market.  In  addition,  the
Company  also  receives  opportunities  from time to time to  license or acquire
other  patented  technologies  in the medical  device  field.  Depending  on the
specific  device and other  circumstances,  such as the  Company's  then current
financial and  operating  situation,  the Company  pro-actively  attempts,  on a
limited  basis,  to  identify  and  license  or  acquire   additional   patented
technologies in the medical device field.

     On June 19, 1997 the Company's shareholders approved the reincorporation of
the  Company in  Delaware  in a  statutory  merger and in  connection  therewith
approved a reduction in the  Company's  authorized  capital and approved a stock
option plan. As of this filing the filing necessary to reincorporate in Delaware
has not been completed.


                                       19
                                                                 

<PAGE>

                          CERTAIN SELLING STOCKHOLDERS


     The following table sets forth, as of the date hereof, the aggregate number
of the  Company's  shares of  Common  Stock to be  offered  by  certain  Selling
Stockholders  who are to be issued  shares of Common Stock  pursuant to the Plan
which will be "control securities" (as such term is defined in the Act) assuming
all shares being offered pursuant to this Prospectus are sold.

<TABLE>
<CAPTION>
                                                       

                                                                                        
                                                                         
                                          Number of            
                                          Shares to            
Name and Address                          be Offered              
----------------                          ----------               
<S>                                          <C>            

Edward C. Hall                              125,000         
P.O. Box 1518
Rancho Santa Fe, CA  92067

Richard E. Sloan                            400,000         
33905 Handrich Court
San Diego, CA  92131



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

TOTAL                                  
</TABLE>

                                       20
<PAGE>


                              PLAN OF DISTRIBUTION

     The Company  will not receive any  proceeds  from the sale of the shares of
Common  Stock by the  Selling  Stockholders  pursuant  to this  Prospectus.  The
securities  offered by this  Prospectus  may be sold from time to time by all of
the  Selling  Stockholders.  Usual  and  customary  or  specifically  negotiated
brokerage fees or commissions may be paid by the Selling Stockholders.

     The Selling Stockholder through whom such securities are sold may be deemed
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities  Act"),  with  respect to the  securities  offered,  and any profits
realized or commissions  received may be deemed underwriting  compensation.  The
Company has agreed to indemnify the certain of the Selling  Stockholders against
certain liabilities, including liabilities under the Securities Act.

     At the time a particular offer of the shares is made by or on the behalf of
a Selling Stockholder,  to the extent required, a Prospectus  Supplement will be
distributed  which will set forth the  number of shares  being  offered  and the
terms of the offering, including the name or names of any underwriters,  dealers
or agents,  the purchase price paid by any underwriter for shares purchased from
the  Selling   Stockholders,   any  discounts,   commissions   and  other  items
constituting  compensation  from the  selling  Stockholders  and any  discounts,
commissions  or  concessions  allowed or reallowed  or paid to dealers,  and the
proposed selling price to the public.

     The  shares  of  Common  Stock may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed,  at varying prices
determined  at the time of sale, or at  negotiated  prices.  Such prices will be
determined  by the  Selling  Stockholders  or by  agreement  between the Selling
Stockholders and any underwriters.

     In order to comply with the applicable  securities  laws of certain states,
if any, the shares of Common Stock will be offered or sold through registered or
licensed brokers or dealers in those states. In addition,  in certain states the
shares  of  Common  Stock  may not be  offered  or sold  unless  they  have been
registered  or  qualified  for sale in such  states  or an  exemption  from such
registration or qualification requirement is available and is complied with.

     Under applicable rules and regulations  promulgated under the Exchange Act,
any person engaged in a distribution  of securities may not  simultaneously  bid
for or purchase  securities  of the same class for a period of two business days
prior  to the  commencement  of such  distribution.  In  addition,  and  without
limiting the foregoing, the Selling Stockholders will be subject to applicable


                                       21
<PAGE>

provisions  of the  Exchange  Act  and the  rules  and  regulations  thereunder,
including without limitation Rules 10b-2, 10b-5, 10b- 6 and 10b-7, in connection
with  transactions in the shares during the  effectiveness  of the  Registration
Statement of which this  Prospectus  is a part.  All of the foregoing may affect
the marketability of the shares of Common Stock.

     The Company will pay all of the expenses  incident to the  registration  of
the  shares of Common  Stock  other  than any fees or  expenses  of any  counsel
retained by the Selling  Stockholders and any out of pocket expenses incurred by
the Selling  Stockholders or any person retained by the Selling  Stockholders in
connection with the registration of the shares,  fees and expenses of compliance
with  state  securities  or blue sky  laws  and  commissions  and  discounts  of
underwriters, dealers or agents, if any.


                                       22
<PAGE>

                          DESCRIPTION OF CAPITAL STOCK

     The  authorized  stock of the Company  consists of  100,000,000  authorized
shares of Common  Stock,  par value $.15 per share,  14,939,185  shares of which
were  outstanding as of November 26, 1997; and 10,000,000  authorized  shares of
Preferred  Stock par value .01 per share,  of which no shares of Preferred Stock
were outstanding.

Common Stock
------------

     Each share of Common Stock is entitled to one vote,  either in person or by
proxy,  on all matters that may be voted upon by the owners thereof at a meeting
of the shareholders,  including the election of directors. The holders of Common
Stock (i) have equal,  ratable rights to dividends from funds legally  available
therefor,  when,  as and if declared by the Board of  Directors  of the Company;
(ii) are entitled to share ratably in all of the assets of the Company available
for  distribution  to holders of Common Stock upon  liquidation,  dissolution or
winding  up of the  affairs  of the  Company;  (iii) do not have  preemptive  or
redemption   provisions  applicable  thereto;  and  (iv)  are  entitled  to  one
noncumulative  vote per share on all matters on which  shareholders  may vote at
all meetings of shareholders.

     All shares of Common Stock issued and  outstanding  are, and those  offered
hereby,  when  issued,  will be fully paid and  nonassessable,  with no personal
liability attaching to the ownership thereof.

Preferred Stock
---------------

         6% Cumulative Convertible Series A Preferred Stock
         --------------------------------------------------

     The Company originally issued 1,847,500 shares of 6% Cumulative Convertible
Series A  Preferred  Stock,  par value  $.01 per share (the  "Preferred  Stock")
pursuant to an underwritten public offering  ("Offering") on June 24, 1996. Each
share of Preferred Stock was convertible  into four (4) shares of Commn Stock at
a price of $1.25 per share of Common Stock.  In  accordance  with ther terms and
conditions  of the  Preferred  Stock on July 24,  1997,  any and all  shares  of
Preferred  Stock  were  automatically  converted  into  shares of Common  Stock.
Accordingly,  there are  currently  no  shares of  Preferred  Stock  issued  and
outstanding,  and all of the  originally  issued  1,847,500  shares of Preferred
Stock have been  retired  and have  become  authorized  but  unissued  shares of
Preferred Stock.

                                       23

<PAGE>

Other Preferred Stock
---------------------

     As of the date hereof,  there are no shares of  preferred  stock issued and
outstanding.  The Company's Articles of Incorporation authorizes the issuance of
"blank  check"  preferred  stock in one or more  classes  or  series  with  such
designations,  rights,  preferences  and  restrictions as may be determined from
time to time by the Board of Directors. Accordingly, the Board of Directors may,
without  prior  shareholder  approval,  issue  preferred  stock  with  dividend,
liquidation, conversion, voting or other rights which could adversely affect the
relative  voting power or other rights of the holders of the Preferred  Stock or
the Common Stock. Preferred stock could be used, under certain circumstances, as
a method of  discouraging,  delaying  or  preventing  a change in control of the
Company.  Although the Company has no present intention of issuing any shares of
preferred stock, there can be no assurance that it will not do so in the future.
If the Company issues preferred stock,  such issuance may have a dilutive effect
upon the common  shareholders,  and the  purchasers  of the  securities  offered
hereby.

Warrants
--------

     The Warrants were issued in registered form pursuant to an agreement, dated
the date of the June 24, 1996 Prospectus (the "Warrant Agreement"),  between the
Company and  Continental  Stock Transfer & Trust Company (the "Warrant  Agent").
Upon completion of the June 24, 1996 Offering including overallotments purchased
by the  underwriter of the offering (the  "Representative"),  the Company had an
aggregate of 1,972,500  Warrants  outstanding,  including  the 247,500  Warrants
issued to the Selling Securityholders including exercise of the Representative's
Over-Allotment  Option purchase of an additional 100,000 Warrants.  The Warrants
are no longer  publicly  traded.  The following  discussion of certain terms and
provisions  of the  Warrants is  qualified  in its  entirety by reference to the
detailed  provisions of the Warrant Agreement,  the form of which has been filed
as an exhibit to the Registration Statement of which this Prospectus is a part.

     Each Warrant entitles the holder to purchase two (2) shares of Common Stock
at an exercise price of $3.75 per Warrant ($1.875 per share of Common Stock (the
"Exercise  Price")  commencing  July 24,  1997 and  ending  June 23,  1999  (the
"Expiration  Date"),  and is redeemable by the Company at a redemption  price of
$.05 at any time after  October 23, 1997 on not less than 30 days' prior written
notice,  provided  that  the  closing  sales  price of the  Common  stock on the
principal  exchange  on which the Common  Stock is traded  (if then  listed on a
national  securities  exchange) or the average  closing bid  quotation  for such
shares in the  over-the-counter  market (if then traded in the over-the  counter
market), for a period of 20 consecutive trading days ending within 10 days prior
to the date of the notice of  redemption  delivered by the Company,  has been at
least $2.50. The Redeemable Warrants will be entitled to the benefit of


                                       24
<PAGE>

adjustments  in the  Exercise  Price and in the number of shares of Common Stock
and/or other  securities  deliverable  upon  exercise  thereof in the event of a
stock dividends, stock split, reclassifications, reorganizations, consolidations
or merger and upon certain  issuances of shares of Common  Stock,  or securities
convertible into or exercisable for shares of Common Stock, at a price per share
below the  exercise  price of the  Common  Stock.  The  Company  may at any time
decrease the exercise  price or change  certain of the  redemption  terms of the
Redeemable  Warrants  for a period  of not less than 30 days on not less than 30
days  written  notice  to  the  holders  of  the  Redeemable  Warrants  and  the
Representative.

     After the  Expiration  Date, the Warrants will become wholly void and of no
value. The Company may at any time extend the Expiration Date of all outstanding
Redeemable  Warrants for such increased period of time as it may determine.  The
Warrants may be exercised  at the office of the Warrant  Agent.  If any Warrants
are called for redemption,  such Warrants must be exercise prior to the close of
business  on the last day  before  the date of such  redemption  or the right to
purchase the applicable shares of Common Stock is forfeited.
 
     No  holder,  as such,  of  Warrants  shall be  entitled  to vote or receive
dividends  or be deemed  the  holder of shares of Common  Stock for any  purpose
whatsoever  until such Warrants have been duly  exercised and the Purchase Price
has been paid in full.

     The  Warrants  provide  that the Company  shall not be  obligated  to issue
shares of Common Stock upon  exercise of the Warrants  unless there is a current
prospectus  relating  to the Common  Stock  issuable  upon the  exercise  of the
Warrants under an effective  registration  statement  filed with the Commission,
and unless such Common Stock is qualified for sale or exempt from  qualification
under applicable state securities laws of the jurisdictions in which the various
holders  of the  Warrants  reside.  In  accordance  with the  Securities  Act, a
prospectus ceases to be current nine months after the date of such prospectus if
the information therein (including financial  statements) is more than 16 months
old or if there have been other fundamental  changes in the matters discussed in
the prospectus.  Although the Company has agreed to use its best efforts to meet
such regulatory  requirements in the  jurisdictions  in which the Securities are
sold in this  Offering,  there can be no assurance that the Company can continue
to meet these requirements.  The Securities are not expected to be qualified for
sale or exempt under the securities laws of all states.  Although the Securities
are not expected to be qualified for sale or exempt under the securities laws of
all states. Although the Warrants will not be knowingly be sold to purchasers in
jurisdictions  in which the Warrants are not  registered or otherwise  qualified
for sale,  purchasers  may buy Warrants in the  secondary  market or may move to



                                       25
<PAGE>

jurisdictions  in which the shares of Common Stock issuable upon exercise of the
Warrants are not so registered or qualified. In this event, the Company would be
unable legally to issue the shares of common stock to those persons  desiring to
exercise  the  Warrants  unless  and until the shares of Common  Stock  could be
qualified  for sale in  jurisdictions  in which such  pruchasers  reside,  or an
exemption from such qualification exists in such jurisdiction. No assurances can
be given that the Company  will be able to effect any required  registration  or
qualification.  The value of the Warrants could be adversely  affected if a then
current  prospectus  covering the Common Stock issuable upon the exercise of the
Warrants is not available pursuant to an effective  registration statement or if
such  Common  Stock  is  not  qualified  or  exempt  from  qualification  in the
jurisdictions  in which the holders of the Warrants  reside.  Under the terms of
the  agreement  under  which the  Warrants  will be issued,  the  Company is not
permitted to redeem such  warrants  unless a current  prospectus is available at
the time of notice of  redemption  and at all times to and including the date of
redemption.  

     As a  result  of the  Warrants  and  the  Representative's  Warrants  being
outstanding,  the Company may be deprived of favorable  opportunities  to obtain
additional equity capital,  if it should then be needed,  for its business.  

Transfer Agent, Registrar and Warrant Agent
-------------------------------------------

     The Company has appointed  Continental  Stock Transfer & Trust  Company,  2
Broadway,  New York,  NY 10004 as transfer  agent and  registrar  for the Common
Stock, 6% Cumulative  Convertible  Series A Preferred Stock and the Warrants and
as Warrant Agent under the Warrant Agreement.



                                       26
<PAGE>


     No  dealer,  salesman  or  other  person  has been  authorized  to give any
information or to make any  representations not contained in this Prospectus and
if given or made, such information or representations must not be relied upon as
having been authorized by the Company or any  Underwriter.  Neither the delivery
of this  Prospectus  nor any sale made hereunder  shall under any  circumstances
create  any  implication  that  there has been no change in the  affairs  of the
Company since the date hereof.  This  Prospectus does not constitute an offer to
sell or a solicitation  of an offer to buy any of the securities  offered hereby
in any  jurisdiction to any person or to make such offer or solicitation in such
jurisdiction.
      
                       MEDICAL DEVICE TECHNOLOGIES, INC.

                        5,000,000 Shares of Common Stock

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                            <C>

AVAILABLE INFORMATION............................................1

INCORPORATION OF CERTAIN DOCUMENTS
         BY REFERENCE............................................2

PROSPECTUS SUMMARY...............................................3

RISK FACTORS.....................................................4

THE COMPANY.....................................................18

SELLING STOCKHOLDERS............................................20

PLAN OF DISTRIBUTION............................................21

DESCRIPTION OF CAPITAL STOCK....................................23


                           ---------------------------
                                   PROSPECTUS
                           ---------------------------


                                December 5, 1997



                                       
                                                                            
</TABLE>
<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Registrant incorporates the following documents by reference in this
Registration Statement:

     (a)  Registrant's  Annual  Report on Form  10-KSB  filed for the year ended
December 31, 1996,

     (b) the  Definitive  Proxy  Statement  on Form 14A dated April 8, 1997 with
respect to the Company's 1997 Annual Stockholders' Meeting on May 23, 1997.

     (c)  Registrant's  Quarterly  Report on Form 10-QSB for the quarters  ended
March 31, 1997, June 30, 1997 and September 30, 1997,

     (d) The Company's current Report on Form 8-K dated June 23, 1997,

     (e)  All  other  documents  filed  by  Registrant  after  the  date of this
Registration  Statement  under  Section  13(a),  13(c),  14  and  15(d)  of  the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  to this  Registration  Statement  which  deregisters  the  securities
covered hereunder which remain unsold.

Item 4. Description of Securities

     Not applicable

                                PART II, Page 1

<PAGE>


Item 5.  Interest of Named Experts and Counsel

     None

Item 6.           Indemnification of Officers and Directors

     Registrant's  Articles  of  Incorporation  and Bylaws and the Utah  General
Corporation Law provide for  indemnification  of directors and officers  against
certain  liabilities.  In general,  officers  and  directors of  Registrant  are
indemnified against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted  in  good  faith,  and are not  deemed  to be  liable  to  Registrant  for
negligence or misconduct in the performance of their duties.

Item 7. Exemption from Registration Claimed

     None. 

Item 8. Exhibits

5.   Opinion of Zukerman Gore & Brandeis, LLP

24.  Consent of Zukerman Gore & Brandeis, LLP.  See Exhibit 5

24.  Consent of BDO Seidman, LLP

Item 9. Undertakings

         The undersigned Registrant hereby undertakes:

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

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

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement,  including
(but not limited to) any addition or election of a managing underwriter.

     Provided however, that paragraphs (i) and (ii) above shall not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by  Registration  pursuant  to Section  13 or  Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

                                Part II - Page 2

<PAGE>

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement to the securities  offered therein,  and the offering of
such securities offered 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.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under the  Securities  Act of 1933,  each filing of
Registrant's  annual report pursuant to Section 13(a) 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) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.

     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 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  that  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the questions  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.


                                Part II - Page 3
<PAGE>
 
                                   SIGNATURES



     Pursuant to the  requirements  of the  Securities  Act of 1933,  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 San Diego,  State of California,  on this 2nd day of
December, 1997.

                         MEDICAL DEVICE TECHNOLOGIES, INC.


                         By: /s/ M. Lee Hulsebus
                         -----------------------
                         Chief Executive Officer


     In  accordance  with  the  requirements  of the  Securities  Act of 1933 as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.


SIGNATURE                TITLE                              DATE
---------                -----                              ----
                             
/s/M. Lee Hulsebus       Chief Executive Officer,           December 2, 1997
                         President and Chairman
                               
/s/Edward C. Hall        Chief Financial                    December 2, 1997
                         Officer/Secretary
                                                     
/s/Don L. Arnwine        Director                           December 2, 1997
                                                      
/s/Arthur E. Bradley     Director                           December 2, 1997
                                                        
/s/William A. Clarke     Director                           December 2, 1997
                                                       
/s/Thomas E. Glasgow     Director                           December 2, 1997
                                                         

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 88840}]
{"company-data": {"conformed-name": "MEDICAL DEVICE TECHNOLOGIES INC", "cik": "0000723906", "assigned-sic": "3845", "irs-number": "581475517", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41707", "film-number": "97733831"}, "business-address": {"street1": "9171 TOWNE CENTRE DR", "street2": "STE 355", "city": "SAN DIEGO", "state": "CA", "zip": "92122", "phone": "6194557127"}, "mail-address": {"street1": "9191 TOWNE CENTRE DRIVE", "street2": "STE 355", "city": "SAN DIEGO", "state": "CA", "zip": "92122"}, "former-company": [{"former-conformed-name": "CYTOPROBE CORP", "date-changed": "19930929"}, {"former-conformed-name": "HAILEY ENERGY CORP", "date-changed": "19920703"}]}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
 
                        MEDICAL DEVICE TECHNOLOGIES, INC.
               (exact name of registrant specified in its charter)

                                      Utah
                             -----------------------
         (State or other jurisdiction of incorporation or organization)

                                   58-1475517
                             ---------------------
                      (IRS Employer Identification Number)
                               

       9171 Towne Centre Drive - Suite 355 - San Diego, California - 92122
                    (Address of principal executive offices)

                          1997 STOCK COMPENSATION PLAN
                            (Full title of the plan)

                    M. Lee Hulsebus, Chief Executive Officer
                        Medical Device Technologies, Inc.
        9171 Towne Centre Drive - Suite 355 - San Diego, California 92122
                     (Name and address of agent for service)

                                 (619) 455-7127
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------ ------------------ --------------------------- ------------------------- ---------------------
  Title of Securities      Amount to be          Proposed Maximum           Proposed Maximum           Amount of
   to be Registered         Registered            Offering Price        Aggregate Offering Price    Registration Fee
                                                    Per Share
------------------------ ------------------ --------------------------- ------------------------- ---------------------
Common Stock             5,000,000               $0.125                    $625,000                $189.39

------------------------ ------------------ --------------------------- ------------------------- ---------------------
Notes:

     1. If plan  interests  are being  registered,  include  the  following:  In
addition,  pursuant  to Rule  416(c)  under  the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan(s) and described herein.

     2. Specific details  relating to the fee calculation  shall be furnished in
notes to the table,  including references to provisions of Rule 457 relied upon,
if the basis of the  calculation is not otherwise  evident from the  information
presented in the table.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     This registration statement relates to two separate prospecti.

     Items 1 and 2 hereof,  and the documents  incorporated  herein by reference
pursuant to Part II, item 3 hereof, constitutes the first prospectus relating to
offers by the Company to its employees and consultants of 5,000,000  shares (the
"Shares") of common stock, par value $.15 per share (the "Common Stock"),  to be
issued  pursuant the Company's 1997 Stock  Compensation  Plan, as amended,  (the
"Stock Plan").  The second  prospectus  relates to the re-offer or resale of any
Shares which are deemed to be "control  securities" or  "restricted  securities"
under the Securities Act of 1933, as amended.  The Company's  principal  offices
are located at 9171 Towne Centre Drive, Suite 355, San Diego,  California 92122,
telephone 619/455-7127.
PROSPECTUS
                                   ----------

Item 1. Plan Information

                             STOCK PLAN INFORMATION

     The 1997 Stock  Compensation  Plan,  as  amended,  was  established  by the
Company effective on January 10, 1997 to provide the Company  flexibility and to
conserve the Company's cash resources in compensating  certain of its technical,
administrative  and  professional  employees  and  consultants.  The issuance of
shares  under  the  Stock  Plan is  restricted  to  persons  and  firms  who are
closely-related  to the Company and who provide  services in connection with the
development,  production  of the  Company's  products or otherwise in connection
with  its  business.  The  Stock  Plan  authorizes  the  Company  to issue up to
7,250,000 shares of the Company's  Common Stock.  Shares must be issued only for
bona fide  services  and may not be issued  under the Stock Plan  contingent  on
services  to be rendered in the future or for  services in  connection  with the
offer  and sale of  securities  in a  capital-raising  transaction.  Shares  are
awarded under the Stock Plan pursuant to  individually  negotiated  compensation
contracts  as  determined  and/or  approved  by the Stock  Plan  Committee  (the
"Committee").  The  Committee  must be comprised of two or more of the Company's
Directors  appointed  thereto by the  Company's  Board of  Directors.  Committee
members need not be independent Directors. Messrs. M. Lee Hulsebus and Thomas E.
Glasgow  presently  serve  on  the  Committee.   Eligible  participants  include
directors,  employees and  non-employee  consultants  and advisors.  The Company
intends  to award up to 15,000  shares  under the Stock  Plan to each of its six
directors  to  compensate  them for  their  service  on the  Company's  Board of
Directors during 1997. Subject to the restriction that shares may not be awarded
under the Stock Plan to persons  owning  beneficially  or of record ten  percent
(10%) or more of the Company's  then  outstanding  Common Stock or who would own
such amount of shares as a result of an award under the Stock Plan,  there is no
limit as to the number of shares  which may be awarded to a single  participant.
The Company  anticipates  that a substantial  portion of the shares to be issued
under the Stock Plan will be issued as compensation to technical consultants and
advisors to the Company who provide  development  and  clinical  services to the
Company in the  development and testing of its various  products.  Shares may be
awarded  under the Stock Plan until January 1999.  The Company  anticipates  all
7,250,000 shares under the Stock Plan will be awarded during 1997 and 1998.

     The Stock Plan does not  require  restrictions  on the  transferability  of
shares issued thereunder.  However, such shares may be restricted as a condition
to  their  issuance  where  the  Board  of  Directors  deems  such  restrictions
appropriate.  The Stock Plan is not subject to the  Employee  Retirement  Income
Securities  Act of 1974  ("ERISA").  Shares  awarded  under the  Stock  Plan are
intended to be fully taxable to the recipient as earned income.
Item 2. Registrant Information and Employee Plan Annual Information

     The Registrant shall provide without charge,  upon written or oral request,
the  documents  incorporated  by  reference  in  Item  3  of  Part  II  of  this
Registration  Statement.  Such  documents are  incorporated  by reference in the
Section 10(a) prospectus. The Registrant shall also provide without charge, upon
written  or oral  request,  all other  documents  required  to be  delivered  to
employees  pursuant to Rule 428(b).  Any and all such requests shall be directed
to the  Registrant  at its office at 9171 Towne  Centre  Drive,  Suite 355,  San
Diego, California, 92122.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION,  NOR HAS THE  COMMISSION  PASSED ON THE  ACCURACY  OR
ADEQUACY OF THE  PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No person has been  authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and, if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the shares of the common stock  issuable under the terms of the
Plan shall, under any circumstances,  create any implication that there has been
no change in the affairs of the Company since the date hereof.

     The  Company's  principal  offices are located at 9171 Towne Centre  Drive,
Suite 355, San Diego, California 92122, telephone 619/455-7127.

     THIS  PROSPECTUS  DOES NOT  CONSTITUTE  AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

                 The date of this Prospectus is December 5, 1997
PROSPECTUS
                                   ----------

                        MEDICAL DEVICE TECHNOLOGIES, INC.

                       5,000,000 shares of Common Stock,
                            $.15 par value per share

     This Prospectus relates to up to 5,000,000 shares of common stock, $.15 par
value  (the  "Common  Stock"),  of Medical  Device  Technologies,  Inc.,  a Utah
corporation (the "Company"),  to be issued to various individuals and affiliates
of the Company  pursuant  to the  Company's  1997 Stock  Compensation  Plan,  as
amended,  which are deemed  control  securities and may be re-offered and resold
from  time to time  by  such  affiliates.  All of the  shares  of  Common  Stock
registered hereunder, are sometimes hereinafter referred to as the "Securities."
The holders of the shares of Common Stock are sometimes hereinafter collectively
referred to as the  "Selling  Stockholders."  All costs in  connection  with the
registration of the Securities are being borne by the Company.  The Company will
not receive any of the proceeds from the sale of the Securities pursuant to this
Prospectus.

     The Common Stock is quoted on the Nasdaq  SmallCap  Market under the symbol
"MEDD." The last  reported  closing bid and asked  prices of the Common Stock on
Nasdaq on December 2, 1997 were $0.063 and $0.094 per share.

     THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY
BY THOSE PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THE COMPANY HAS
INCURRED SUBSTANTIAL OPERATING LOSSES. SEE "RISK FACTORS" BEGINNING ON PAGE 4.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION.

     Information  contained  herein is subject to  completion  or  amendment.  A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  Prospectus  shall  not  constitue  an  offer  to  sell  or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any Sate in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.

                                       i
NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION  HAS PASSED UPON THE  ACCURACY OR  ADEQUACY OF THIS  PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     THIS  PROSPECTUS  DOES NOT  CONSTITUTE  AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

     The  Selling   Stockholders   directly  or  through   agents,   dealers  or
underwriters to be designated from time to time may sell the Securities on terms
to be  determined  at the time of sale.  To the extent  required,  the number of
Securities to be sold, the respective  purchase price and public offering price,
the name of any agent,  dealer or underwriter and any applicable  commissions or
discounts  with  respect  to a  particular  offer  will  be  set  forth  in  and
accompanied by a Prospectus Supplement. See "Plan of Distribution."

     The Selling  Stockholders  and any  agents,  dealers or  underwriters  that
participate  with the Selling  Stockholders in the  distribution of their shares
may be deemed to be  "underwriters"  within the meaning of the Securities Act of
1933, as amended (the "Securities  Act"),  and any commissions  received by them
and any profits on the resale of the Selling Stockholders' shares, may be deemed
to be  underwriting  commissions or discounts  under the  Securities  Act. Under
applicable rules and regulations  promulgated under the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  any person engaged in a distribution
of securities may not simultaneously bid for or purchase  securities of the same
class for a period of two (2) business  days prior to the  commencement  of such
distribution.  In  addition,  and without  limiting the  foregoing,  the Selling
Stockholders  will be subject to the  applicable  provisions of the Exchange Act
and the rules and regulations thereunder,  including,  without limitation, Rules
10b-2, 10b-5, 10b-6 and 10b-7, in connection with transactions in the Securities
during the effectiveness of the Registration  Statement of which this Prospectus
forms  a  part.  All  of the  foregoing  may  affect  the  marketability  of the
Securities.

                The date of this Prospectus is December 5, 1997.

                                       ii
AVAILABLE INFORMATION

     The Company is subject to the  information  requirements  of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed by the Company in accordance with the Exchange Act
can be inspected and copies made at the public reference  facilities  maintained
by the  Commission  at Room  1204,  Judiciary  Plaza,  450 Fifth  Street,  N.W.,
Washington,  DC 20549; Suite 1400,  Northwestern Atrium Center, 500 West Madison
Street,  Chicago,  IL 60661 and 7 World Trade Center, New York, NY 10048. Copies
of such material can be obtained at prescribed  rates from the public  reference
section of the Commission at 450 Fifth Street, N.W.,  Washington,  DC 20549. The
Commission  maintains a web-site that contains  reports,  proxy and  information
statements and other information regarding the Company that are on file with the
Commission. The address of the Commission's web-site is http://www.sec.gov.

     The Company has filed with the Commission a Registration  Statement on Form
S-8 (including all  amendments  thereto,  the  "Registration  Statement"),  with
respect  to the Common  Stock  offered  hereby.  As  permitted  by the rules and
regulations  of the  Commission,  this  Prospectus  does not  contain all of the
information  set  forth  in the  Registration  Statement  and the  exhibits  and
schedules thereto.  For further information about the Company and the Securities
offered hereby, reference is made to the Registration Statement and the exhibits
thereto, which may be examined without charge at the public reference facilities
maintained by the Commission at Room 1204,  Judiciary  Plaza,  450 Fifth Street,
N.W.,  Washington,  DC  20549,  and  copies of which  may be  obtained  from the
Commission upon payment of the prescribed fees.

     No person has been  authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and, if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the shares of the Common Stock issuable under the terms of this
Prospectus, under any circumstances,  create any implication that there has been
no change in the affairs of the Company since the date hereof.

                                        1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  Company  incorporates  herein by  reference  the  following  documents
heretofore  filed with the Commission:  the Annual Report of the Company on Form
10-KSB for the  fiscal  year ended  December  31,  1996;  the  Definitive  Proxy
Statement  on Form 14-A dated April 8, 1997 with respect to the  Company's  1997
Annual  Stockholders  Meeting held on May 23, 1997; the Quarterly Reports of the
Company on Form 10-QSB for the periods  ended March 31, 1997,  June 30, 1997 and
September 30, 1997 and the Company's Form 8-K dated June 23, 1997.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
termination  of the  offering  hereby  shall be  deemed  to be  incorporated  by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement  contained in a document  incorporated  herein by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Prospectus  to the extent  that a  statement  contained  herein (or in any other
subsequently  filed  document  which also is  incorporated  herein by reference)
modifies or supersedes such  statement.  Any statement so modified or superseded
shall  not be deemed to  constitute  a part  hereof  except  as so  modified  or
superseded.

     The  Company  will  provide,  without  charge  to  each  person  to  whom a
Prospectus  is delivered,  on the written or oral request of any such person,  a
copy of any or all of the documents incorporated herein by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into the information  that is incorporated  into the Prospectus.  Such
written  requests  should be  directed to the  Secretary  of the Company at 9171
Towne Centre Drive,  Suite 355, San Diego,  California  92122,  telephone  (619)
455-7127.

                                        2
PROSPECTUS SUMMARY

     The  following  summary is qualified  in its entirety by the more  detailed
descriptions  and financial  information and statements  appearing  elsewhere in
this Prospectus and the documents incorporated herein by reference.

The Company
-----------
 
     The Company is in the business of  identifying,  developing and bringing to
market medical devices and their related products which the Company believes are
innovative,  represent improvements over existing products, or are responsive to
a presently unfulfilled need in the marketplace.  Pursuant to this strategy, the
Company has identified and acquired three licenses to develop  products,  all of
which the Company believes have commercial viability. In addition,  depending on
the specific device and other circumstances,  such as the Company's then current
financial and  operating  situation,  the Company  pro-actively  attempts,  on a
limited  basis from time to time,  to identify and license  additional  patented
technologies  in the medical device field.  See "The Company" and "Risk Factors"
below.

     The  Company's  principal  offices are located at 9171 Towne Centre  Drive,
Suite 355, San Diego, California 92122, telephone (619) 455-7127.

The Offering
------------

     Up to 5,000,000  shares of Common Stock are being offered  pursuant to this
Prospectus  which may be offered  from time to time by the Selling  Stockholders
for their own account.

Plan of Distribution
--------------------

     The Selling Stockholders,  directly or through agents or underwriters,  may
offer and sell from time to time all or any part of the Securities  held by them
in amounts and on terms to be determined or at quoted prices then  prevailing on
the Nasdaq SmallCap Market. See "Plan of Distribution."

                                        3
RISK FACTORS

     Investment  in the  Company's  securities  involves a high  degree of risk.
Investors  should  carefully  consider  the  following  factors,  among  others,
relating to the Company.

     Development  Stage  Company;  History  of  Operating  Losses;   Accumulated
Deficit; Uncertainty of Future Profitability; Auditors' Going Concern

     The Company was  exclusively  engaged in oil and gas activities  until June
1992, when it entered into its first license agreement and commenced its current
operations in the medical device business. The Company subsequently entered into
two additional  licenses for medical  devices and in April of 1994  discontinued
entirely  its  oil  and  gas  operations.  The  Company  commenced  the  limited
manufacture  and marketing of its first medical  device,  the Fluid Alarm System
(the  "FAS"),  in  1996,  although  to  date,  the  Company  has  only  realized
approximately  $83,000 in sales, and no profits, with respect to the FAS device.
The Company is  currently  developing  its other two medical  devices,  the Cell
Recovery System (the "CRS") and the Intracranial Pressure Monitoring System (the
"ICP").  Consequently,  the Company is still a  development  stage  company with
respect to the medical  device  business.  At December 31, 1996,  partially as a
result  of  its  unsuccessful  oil  and  gas  activities,  the  Company  had  an
accumulated deficit of approximately $17,300,000.  The Company expects losses to
continue  until  such  time,  if ever,  as the  Company's  medical  devices  can
successfully be brought to market and generate  sufficient  operating  revenues.
Although the Company has commenced marketing the Fluid Alarm System, the Company
needs to conduct  additional  development  activities  with respect to its other
products,  which include clinical testing and  establishing  manufacturing  with
respect to the Cell Recovery  System and substantial  research and  development,
clinical  testing  and  obtaining  regulatory  clearance  with  respect  to  the
Intracranial  Pressure  Monitoring  System.  Although  the Company  received FDA
marketing  clearance of the Company's second device, the CRS, in March 1996, the
Company intends to complete certain  clinical trials for a follow-up  submission
to the FDA to establish  that the device is comparable to results  achieved from
biopsy,  the most costly and  invasive  biopsy  procedure  in the  detection  of
certain urological  diseases,  such as bladder cancer. There can be no assurance
that the Company will receive 510(k)  clearance,  which is for products that are
similar to products that have already received FDA clearance (a "510(k)"),  from
the FDA for such additional  claims or that the FDA will not require the Company
to submit a  pre-market  approval  application  (a "PMA") for such claims  which
would  substantially delay marketing  clearance.  There can also be no assurance
that  the  Company  will be  successful  in  establishing  manufacturing  of the
system's  instrumentation and disposables.  The Company's third device, the ICP,
is still undergoing development.

                                        4
The Company intends to complete  clinical  testing and to establish  volume
manufacturing with respect to the CRS. The costs of conducting these testing and
clearance  procedures,   together  with  projected  general  and  administrative
expenses and projected marketing costs related to the FAS and launch of the CRS,
are  expected  to result in  continuing  losses  until such time as the  Company
achieves significant sales from one or more of its products.

     The Company's ability to achieve  profitability depends upon its ability to
successfully  market the FAS and to develop and successfully  market the CRS and
ICP, of which there can be no assurance.  In addition, the Company will continue
to  seek  to  license   additional   medical   products  for   development   and
commercialization,  although there can be no assurances that the Company will be
able to identify any additional  products that it deems suitable for development
and  commercialization,  or that if it does identify such products,  that any of
them will be successfully  developed and commercialized.  Further, the Company's
independent  certified  public  accountants'  report on the Company's  financial
statements  for the  year  ended  December  31,  1996  includes  an  explanatory
paragraph that the Company's  recurring losses from operations raise substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Need for Additional  Capital;  Possible Issuance of Securities and Corresponding
Possible Future, Substantial Dilution

     The Company's cash  requirements  continue to be significant.  In order for
the  Company to satisfy its  capital  needs for the next 12 months,  the Company
needs to increase sales of the FAS (which the Company does not presently believe
will be sufficient  for the Company to maintain its current level of operations,
including its current product development and research and development plan) and
raise additional  capital.  The Company has limited  commitments with respect to
additional private  convertible notes; there can be no assurance that additional
capital can be obtained on terms  acceptable to the Company,  or at all. Failure
by the Company to realize  significant sales and achieve  profitability from the
FAS or CRS or obtain additional capital, would have a material adverse effect on
the  Company  and would  cause the  Company  to  substantially  curtail  product
development

                                        5
and  planned  market  introduction  of its  devices  due to lack of  funds.
Further,  in the event that the Company obtains any additional  financing,  such
financings will most likely have a dilutive effect on the holders of the Company
securities, which dilution could be substantial.

Uncertainty of Product Development; Corporate Inexperience
 
     Development of the Company's  medical devices will be subject to all of the
risks associated with new product development,  including  unanticipated delays,
expenses,  technical  problems,  or other  difficulties  that  could  result  in
abandonment  or  substantial  change in the  proposed  commercialization  of the
Company's  medical  devices.  Given the  uncertainties  inherent  in new product
development,  and the Company's  inexperience in the business of commercializing
medical devices,  there can be no assurances that the Company will be successful
in developing its products. Investors should be aware of the potential problems,
delays and difficulties often encountered by any development stage company. As a
consequence,  problems may arise that may be beyond the experience or control of
management and accordingly,  the Company's prospects must be considered in light
of the risks,  expenses and difficulties  frequently  encountered by development
stage companies in the  establishment of a new business in a highly  competitive
and highly regulated industry.  Although the Company has commenced the marketing
of one of its  products,  the FAS, it is not  currently  possible to predict the
demand and market acceptance for the FAS or any of the Company's other products.
Accordingly,  there  can be no  assurance  that the  Company's  development  and
commercialization  activities will be successful,  that the Company will receive
FDA  clearance  for any of its  other  products,  or that  any of the  Company's
devices  will be  commercially  viable and  successfully  marketed,  or that the
Company will ever achieve significant levels of revenue or profits, if any.

Dependence on Third Party Manufacturing; Limited Marketing Capabilities

     The Company has no current manufacturing  capabilities and will continue to
be forced to rely on third parties to manufacture its products. The Company must
be  able  to  effect  the  manufacture  of the  devices  that  it  will  seek to
commercialize,  in sufficient  quantities and at acceptable costs.  Further, the
Company  and  third-party  manufacturers  will need to comply with FDA and other
regulatory  requirements  in connection  with its  manufacturing  activities and
facilities,   including  FDA  Current  Good  Manufacturing   Practices  ("CGMP")
regulations.

                                        6
There can be no assurance that third party manufacturers  acceptable to the
Company can be identified on commercially  acceptable  terms, or at all, or that
such other  manufacturers,  if  identified,  will be adequate for the  Company's
long-term  needs,  or that they can meet all relevant  regulatory  requirements.
Moreover,  there can be no assurance that the Company's  manufacture of products
on a limited  scale  basis  means that the  Company  can  effect the  successful
transition to commercial, large-scale production.

     The Company  currently has a limited sales and marketing staff and does not
presently  intend to  establish  its own extended  sales  force.  The Company is
presently seeking to engage independent regional distributors of medical devices
to effect the sale of its FAS device. At a future date the Company may also form
a marketing alliance with a strategic  corporate partner with respect to the FAS
device,  although  there  can be no  assurance  that  it  will be able to do so.
Similarly,  the Company presently intends to engage independent  distributors of
medical devices or form marketing alliances with strategic corporate partners to
effect sales of its other two medical devices.  As a consequence,  the Company's
current  marketing and sales strategy will  substantially  rely on  unaffiliated
third  parties to effect the sales of its  products.  There can be no  assurance
that  the  Company  will  be  able to rely  on  unaffiliated  third  parties  to
successfully  effect  sales of its products or that the Company will not have to
incur significant additional  expenditures,  which may include the employment of
sales personnel, in order to successfully effect the sales of its products.

No Assurance of Market for FAS Device

     Although the Company  commenced the marketing of the FAS device in 1996, to
date the Company has only realized  approximately  $83,000 in sales and achieved
limited  profitability  with  respect to the FAS device.  The Company  currently
believes that before the FAS will experience any significant  sales, the Company
will have to convince the medical  community of the potential  unreliability  of
infection  control barriers such as latex surgical  gloves,  particularly in the
absence of obvious breaches,  punctures or tears of the gloves. In order for the
FAS to be successful,  the Company must  demonstrate  that fluid contact between
health care professionals and patients occurs as a routine matter as a result of
the  "fluid-saturation"  of latex surgical gloves even when such gloves have not
been punctured or torn.

     The Company  also needs to  establish  that when fluid  contact  does occur
between health care  professionals  and patients as a result of  fluid-saturated
but  otherwise  non-damaged  latex  gloves,  that  pathogens  (which are disease
producing  organisms) are transmitted  between the health care  professional and
the patient, thus resulting in a health risk to both parties. There  can  be  no

                                        7
assurance  that the Company will be able to convince the medical  community  the
need for a device like the FAS and consequently,  there can be no assurance that
a market  will  develop  for the FAS  device.  The  failure  of the  Company  to
establish  a market for the FAS device and effect  significant  sales of the FAS
device  would have a material  adverse  effect on the Company.  Further,  in the
event that the Company does not effect sufficient sales of the FAS device, which
the  Company  does not  presently  believe  that it will be able to obtain,  the
Company will be required to raise additional capital.

No Assurance of Market for CRS Device

     The Company received marketing clearance for the CRS device with respect to
urological procedures in March 1996. Nevertheless, the Company will not commence
marketing the CRS until 1998, so that the Company can complete  certain clinical
trials for a follow-up 510(k) submission to the FDA to establish that the device
assists  with the  detection  of certain  urological  diseases,  such as bladder
cancer. There can be no assurance that the Company will receive 510(k) clearance
from the FDA for such  additional  claims or that the FDA will not  require  the
Company to submit a PMA  application  for such claims  that would  substantially
delay  marketing  clearance.  The Company also  intends to commence,  prior to a
scheduled   marketing   launch  of  the  CRS,   manufacturing  of  the  system's
instrumentation  and  disposables,  although  there can be no assurance that the
Company will be able to do so. The Company  currently  believes  that before the
CRS will  experience any  significant  sales that the device's  capabilities  in
assisting  with the  detection  of  certain  diseases,  such as with  respect to
assisting the detection of bladder cancer, particularly in comparison to current
cell sampling  methods,  will have to be established.  There can be no assurance
that the Company will be able to establish to the medical community that the CRS
device is as effective as biopsy in assisting  the  detection of bladder  cancer
and  consequently,  there can be no assurance that a market will develop for the
CRS device  relative to the  detection  of bladder  cancer.  Further,  since the
Company  has not  yet  commenced  adaptation  of the CRS  device  for any  other
procedures,  there can be no assurance that there will be a market for any other
procedures  for which the Company is successful in adapting the CRS device.  The
failure  of the  Company  to  establish  a market  for the CRS device and effect
significant  sales of the CRS device in the  urological or any other field could
have a material adverse effect on the Company.

                                        8
No Assurance of Identification,  Acquisition or  Commercialization of Additional
Technologies

     From time to time, if the Company's resources allow, the Company intends to
explore the acquisition  and subsequent  development  and  commercialization  of
additional  patented  technologies in the medical device field.  There can be no
assurance,  however,  that the Company will be able to identify  any  additional
technologies and, even if suitable technologies are identified,  there can be no
assurance that the Company will have sufficient funds to commercialize  any such
technologies or that any such technologies will ultimately be viable.

Government Regulations

     The Company's  medical device products are subject to extensive  government
regulations in the United States and in other countries.  In order to clinically
test,  produce,  and market its  devices,  the  Company  must  satisfy  numerous
mandatory procedures,  regulations, and safety standards established by the FDA,
and comparable state and foreign regulatory agencies.  Typically, such standards
require  that the  products  be  cleared  by the  government  agency as safe and
effective for their intended use prior to being marketed for human applications.
The clearance  process is expensive and time consuming.  Other than with respect
to the Company's Fluid Alarm System and the Cell Recovery  System,  no assurance
can be given that clearances will be granted for any expanded claims for the CRS
or for the sale of the ICP or any other  future  products,  if any,  or that the
length  of time  for  clearance  will  not be  extensive,  or that  the  cost of
attempting to obtain any such clearances will not be prohibitive.

     The FDA employs a rigorous system of regulations and requirements governing
the clearance processes for medical devices,  requiring, among other things, the
presentation of substantial evidence,  including clinical studies,  establishing
the safety and efficacy of new medical devices.  The principal  methods by which
FDA  clearance  is obtained  are  pre-market  approval  (a "PMA"),  which is for
products that are not comparable to any other product in the market, or filing a
pre-market  notification  under  Section  510(k) of the Federal  Food,  Drug and
Cosmetic  Act (a "510(k)")  which is for  products  that are similar to products
that have already  received  FDA  clearance.  Although  both methods may require
clinical testing of the products in question under an approved protocol, because
PMA clearance relates to more unique products, the PMA procedure is more complex
and time consuming.  Applicants  under the 510(k)  procedure must prove that the
products for which clearance is sought are substantially  equivalent to products
on the market  prior to the  Medical  Device  Amendments  of 1976,  or  products
approved  thereafter  pursuant  to the  510(k).  The review  period for a 510(k)
application  is  approximately  one  hundred  fifty  (150) days from the date of
filing  the  application,  although  there can be no  assurance  that the review
period will not extend beyond such a period.

                                        9
Under the PMA procedure,  the applicant is required to conduct  substantial
clinical testing to determine the safety,  efficacy and potential hazards of the
product.  The review period under a PMA  application is one hundred eighty (180)
days from the date of filing,  and the application is not  automatically  deemed
cleared if not rejected during that period. The preparation of a PMA application
is  significantly  more complex,  expensive and time  consuming  than the 510(k)
procedure.  Further,  the FDA can  request  additional  information,  which  can
prolong the clearance process.

     In order to  conduct  human  clinical  studies  for any  medical  procedure
proposed  for the  Company's  products,  the  Company  could also be required to
obtain an  Investigational  Device  Exemption  ("IDE") from the FDA, which would
further increase the time before potential FDA clearance.  In order to obtain an
IDE,  the  Company  would be  required  to  submit  an  application  to the FDA,
including a complete  description of the product, and detailed medical protocols
that would be used to evaluate the  product.  In the event an  application  were
found to be in order, an IDE would ordinarily be granted promptly thereafter.

     The Company  may be  required  to use the PMA process for the  Intracranial
Pressure  Monitoring  System or for  expanded  claims for the CRS in order to be
granted FDA clearance.  The clearance process can take from a minimum of six (6)
months  to  several  or more  years,  and  there  can be no  assurance  that FDA
clearance will be granted for the commercial sale of the  Intracranial  Pressure
Monitoring System or expanded claims for the CRS device.

     The FDA also imposes various  requirements on manufacturers  and sellers of
medical  devices  under  its  jurisdiction,  such  as  labeling,   manufacturing
practices,  record keeping and reporting requirements.  The FDA may also require
post-market  testing and  surveillance  programs to monitor a product's  effect.
There can be no assurance  that the  appropriate  clearance from the FDA will be
obtained,  that the process to obtain  such  clearance  will not be  excessively
expensive or lengthy,  or that the Company will have sufficient  funds to pursue
such  clearances.  Moreover,  failure to  receive  requisite  clearance  for the
Company's  products or processes would prevent the Company from  commercializing
its products as  intended,  and would have a  materially  adverse  effect on the
business of the Company.

     Even after regulatory clearance is obtained, any such clearance may include
significant  limitations on indicated uses. Further,  regulatory  clearances are
subject to continued review,  and later discovery of previously unknown problems
may result in restrictions with respect to a particular product or manufacturer,
including withdrawal of the product from the market, or sanctions or fines being
imposed on the Company.

                                       10
Distribution  of the Company's  products in countries other than the United
States  may be  subject  to  regulation  in  those  countries.  There  can be no
assurance  that the Company  will be able to obtain the  approvals  necessary to
market its medical devices outside of the United States.
 
Patents and Intellectual Property Rights

     The Company has entered into exclusive  license  agreements with respect to
each of the patents  underlying the Company's  first three  products:  the Fluid
Alarm System; the Cell Recovery System; and the Intracranial Pressure Monitoring
System. There can be no assurance,  however,  that such patents will provide the
Company with significant protection from competitors. Patent protection relative
to medical  devices is  generally  uncertain,  and  involves  complex  legal and
factual questions. To date, there has emerged no consistent policy regarding the
breadth of claims  allowed in connection  with the patent  protection of medical
devices. Accordingly, there can be no assurance that any patents licensed by the
Company will afford protection  against  competitors with similar  technologies.
Finally,  there can be no  assurance  that the Company  will have the  financial
resources necessary to enforce its patent rights.

     Even  though  the  Company  has  licensed  patents,  under the terms of the
Company's  license  agreements  the Company is responsible  for protecting  such
patents.  Challenges  may be  instituted  by third  parties as to the  validity,
enforceability  and  infringement  of the  patents.  Further,  the  cost  of the
litigation  to defend any  challenge  to the  Company's  licensed  patents or to
uphold the validity and enforceability and prevent infringement of the Company's
licensed patents can be substantial. In the event that others are able to design
around  the  Company's  licensed  patents,   the  Company's  business  could  be
materially and adversely affected.

     The Company may be required to obtain  additional  licenses  from others to
continue to refine, develop,  manufacture, and market new products. There can be
no  assurance  that the  Company  will be able to obtain  any such  licenses  on
commercially  reasonable  terms or at all or that the rights granted pursuant to
any licenses will be valid and enforceable.

     Notwithstanding the Company's exclusive license with respect to the patents
underlying  the FAS, CRS and ICP, there can be no assurance that others will not
independently  develop similar  technologies,  or design around the patents.  If
others are able to design  around the patents,  the  Company's  business will be
materially  adversely affected.  Further, the Company will have very limited, if
any,  protection of its proprietary rights in those  jurisdictions  where it has
not effected any patent  filings or where it fails to obtain  patent  protection
despite filing therefor.

                                       11
Even though the patents underlying the Company's three medical devices have
been issued by the United States Patent and Trademark Office,  challenges may be
instituted  by  third  parties  as to the  validity  and  enforceability  of the
patents.  The Company is not presently  aware of any  challenges to the patents.
Similarly,  the Company  may also have to  institute  legal  actions in order to
protect  infringement  of the  patents  by third  parties.  The  Company  is not
presently aware of any such infringements. The costs of litigation or settlement
in  connection  with the defense of any third party  challenges  relative to the
validity and enforceability of its patents and/or to prevent any infringement of
the patents by third  parties,  which  pursuant to the license  agreements  with
respect to the patents are the Company's  responsibility,  could be substantial.
Moreover, in the event that the Company was unsuccessful in any such litigation,
the Company could be materially adversely affected.

     In  addition to relying on patent  protection  for its  products,  of which
there is no  assurance,  the Company will also attempt to protect its  products,
processes  and   proprietary   rights  by  relying  on  trade  secret  laws  and
non-disclosure and  confidentiality  agreements,  as well as exclusive licensing
arrangements  with  persons  who have  access to its  proprietary  materials  or
processes,  or who have  licensing  or research  arrangements  exclusive  to the
Company.  Despite these protections,  no assurance can be given that others will
not  independently  develop or obtain access to such materials or processes,  or
that the Company's  competitive position will not be adversely affected thereby.
To the extent members of the Company's Scientific Advisory Board have consulting
arrangements with, or are employed by, a competitor of the Company, such members
might  encounter  certain  conflicts  of  interest,  and the  Company  could  be
materially  adversely  affected by the disclosure of the Company's  confidential
information by such Scientific Advisors.

Competition; Product Obsolescence

     The medical device industry is intensely competitive, particularly in terms
of price,  quality and marketing.  Most of the Company's  competitors are better
established  and have  substantially  greater  financial,  marketing  and  other
resources than the Company. Further, most of the Company's competitors have been
in  existence  for a  substantially  longer  period  of time  and may be  better
established  in those  markets  where the Company  intends to sell its  devices.
Although the Company is not presently aware of any competitor that  commercially
manufactures  and  sells  any  medical  devices  with  the  same   technological
advantages  as those the  Company  presently  intends  to sell,  the  Company is

                                       12
presently aware of one technology similar to the FAS that is being developed and
tested,  and one that is already in the  marketplace,  although  there can be no
assurance  that  other  similar  or  competitive   technologies  are  not  being
developed.  Due  to  the  Company's  relative  lack  of  experience,  financial,
marketing and other resources there can be no assurance that the Company will be
able to market  this  device  successfully,  develop and market any of its other
medical devices, or compete in the medical device industry.

     Moreover,  competitors may develop and successfully  commercialize  medical
devices  that  directly or  indirectly  accomplish  what the  Company's  medical
devices are designed to accomplish in a superior  and/or less expensive  manner.
As a  consequence,  such  competing  medical  devices  may render the  Company's
medical devices  obsolete.  There can be no assurance  that,  either prior to or
after the Company has developed,  commercialized and marketed any of its medical
devices  that such devices  will not be rendered  obsolete by competing  medical
devices.

Health Care  Reform and Related  Measures;  Uncertainty  of Product  Pricing and
Reimbursement

     The levels of revenues and profitability of sales of medical devices may be
affected by the  continuing  efforts of  governmental  and third party payors to
contain  or reduce  the  costs of  health  care  through  various  means and the
initiatives  of  third  party  payors  with  respect  to  the   availability  of
reimbursement. For example, in certain foreign markets, pricing or profitability
of medical devices is subject to government  control. In the United States there
have been,  and the Company  expects that there will continue to be, a number of
federal and state proposals to implement similar governmental control.  Although
the Company cannot predict what  legislative  reforms may be proposed or adopted
or what actions  federal,  state or private  payors for health care products may
take in  response  to any health  care  reform  proposals  or  legislation,  the
existence and pendency of such proposals could have a material adverse effect on
the Company.

     Whether a medical  procedure is subject to  reimbursement  from third party
payors impacts upon the likelihood that a medical product associated with such a
procedure will be purchased. Third party payors are increasingly challenging the
prices charged for medical  products.  Two of the Company's three products,  the
CRS and the ICP also involve a medical procedure. There can be no assurance that
any of the Company's products, or the procedures that accompany the CRS and ICP,
will  be  reimbursable.  To the  extent  any or  all  of the  Company's  medical
products, and any accompanying medical procedures, are not reimbursable by third
party payors the Company's  ability to sell its products on a competitive  basis
will be adversely  affected,  which could have a material  adverse effect on the
Company.

                                       13
Dependence On Key Personnel

     The  Company's  success  will depend to a large  extent upon its ability to
retain Mr. M. Lee  Hulsebus,  its Chief  Executive  Officer and  Chairman of the
Board. The loss or  unavailability  of the services of Mr. Hulsebus would have a
material adverse effect on the business and operations of the Company.

Need for Additional Personnel

     In the  event  that  the  Company  receives  FDA  clearances  for  expanded
diagnostic  claims  with  respect to the Cell  Recovery  System or  Intracranial
Pressure  Monitoring  System, or there is significant  commercial demand for the
Fluid Alarm System or Cell Recovery System as currently  cleared by the FDA, the
Company  will need to hire  additional  administrative  and sales and  marketing
personnel.  These demands are expected to require the addition of new management
personnel and the  development  of additional  expertise by existing  management
personnel.  There can be no assurance  that the Company will be able to hire and
retain the  additional  personnel  that it will require.  Failure to do so could
have a material adverse effect on the Company.

Continued Nasdaq SmallCap Listing

     The  Company's  Common  Stock is  presently  listed on the Nasdaq  SmallCap
Market.  The National  Association  of Securities  Dealers  Automated  Quotation
System has established  certain  standards for the initial listing and continued
listing of a security on the Nasdaq  SmallCap  Market.  The Company has recently
been notified by Nasdaq that it is not in compliance with one of the alternative
maintenance standards,  although the Company's Common Stock will not be excluded
from  listing  on the Nasdaq  SmallCap  Market  until such  failure to comply is
finally  resolved in the Nasdaq hearing  process.  As a result,  there can be no
assurance  that the Company will be able to satisfy the  standards  required for
the continued  Nasdaq  SmallCap  Market  listing of its Common  Stock,  and as a
consequence,  its securities may be delisted from the Nasdaq SmallCap Market. In
the event that the Company's Common Stock were excluded from the Nasdaq SmallCap
Market it would  materially  adversely  affect  the price and  liquidity  of the
Common Stock.

                                       14
In the event  that the  Company is unable to satisfy  Nasdaq  SmallCap  Market's
maintenance requirements, trading would be conducted in the "pink sheets" or the
OTC's Electronic  Bulletin Board. As a consequence,  trading with respect to the
Company's  Common Stock would be subject to the  so-called  "penny stock" rules.
Unless an exception is  available,  the penny stock rules  require,  among other
things,  the  delivery  to a  prospective  purchaser,  prior to any  transaction
involving a penny stock,  of a disclosure  schedule  explaining  the penny stock
rules and the risks  associated  therewith.  If the  Company's  Common Stock was
subject to the regulations on penny stocks,  the market liquidity for the Common
Stock would be severely  affected by limiting the ability of  broker/dealers  to
sell the Common Stock in the public  market.  There is no assurance that trading
in the Company's  securities  will not be subject to these or other  regulations
that would materially adversely affect the market for such securities.

No Dividends With Respect to Common Stock

     The  Company  has not paid any cash  dividends  with  respect to its Common
Stock,  and it is unlikely that the Company will pay any dividends on its Common
Stock in the foreseeable future.  Earnings, if any, that the Company may realize
will be retained in the business for further development and expansion.

Product Liability and Insurance

     The Company's business could, in the future, expose it to product liability
claims for  personal  injury or death.  Such risks are  inherent in the testing,
manufacturing  and  marketing  of its  products  and  services.  The Company has
product liability insurance which it believes is adequate, however, there can be
no assurance  that such  insurance  will  provide  sufficient  coverage  against
potential  liabilities  or that it will be  able to  maintain  or,  if need  be,
increase such coverage.

Anti-Takeover  Provisions;  Poison Pill Issuance of Other Preferred Stock;  Utah
Anti-Takeover Provisions

     The Company's Articles of Incorporation and By-Laws contain provisions that
may make the  acquisition  of control of the  Company by means of tender  offer,
over-the-counter  market purchases, a proxy fight or otherwise,  more difficult.
This could prevent  securityholders from realizing a premium on their securities
of the Company. The Company also has a staggered Board of Directors,  which is a
further impediment to a change in control.

                                       15
The Company has adopted a so-called "poison pill." Specifically, the poison
pill significantly increases the cost to an unwanted party to acquire control of
the  company  upon  the  acquisition  by  such  unwanted  suitor  of  15% of the
outstanding voting power of the Company.

     In  addition,  the  Board of  Directors  may  issue  one or more  series of
preferred  stock  without  any  action  on the part of the  shareholders  of the
Company,  the existence and/or terms of which may adversely affect the rights of
holders of the Common Stock.  In addition,  the issuance of any such  additional
preferred stock may be used as an "anti-takeover"  device without further action
on the part of the shareholders.  Issuance of additional  preferred stock, which
may be accomplished  through a public offering or a private placement to parties
favorable  to current  management,  may  dilute  the voting  power of holders of
Common Stock and the Preferred  Stock (such as by issuing  preferred  stock with
super  voting  rights)  and may render  more  difficult  the  removal of current
management, even if such removal may be in the shareholders' best interests.

     The Company is subject to the provisions of Sections 61-6-3 through 61-6-12
of the Utah Control Shares Acquisition Act, an anti-takeover  statute.  Sections
61-6-3 through 61-6-12  effectively  provide that in the event a person acquires
ownership or the power to effect, directly or indirectly, the exercise of 20% or
more of the voting power of a Utah  corporation in connection  with the election
of  directors,  then such  person  shall only be  entitled to vote to the extent
expressly  agreed  to  by  the  majority  of  the  other   shareholders  of  the
corporation.  Accordingly, potential acquirors of the Company may be discouraged
from  attempting  to effect  acquisitions  of the Company's  voting  securities,
thereby  possibly  depriving  holders  of the  Company's  securities  of certain
opportunities  to sell or otherwise  dispose of such  securities at above-market
prices.

Shares Eligible for Future Sale

     There are  presently  602,688  shares of Common  Stock that were issued and
outstanding that are "restricted securities" as that term is defined by Rule 144
of the  Securities  Act,  all of which  are  currently  eligible  for  resale in
compliance  with Rule 144 of the  Securities  Act. Of these  shares,  66,965 are
owned by current officers and directors of the Company.

                                       16
In addition to 1,972,500 issued and outstanding  redeemable  Warrants which
expire on June 23, 1999,  each of which Warrant  entitles its holder to purchase
two (2) shares of Common  Stock for an  exercise  price of $3.75 per Warrant (or
$1.875 per share),  the Company has also issued an aggregate of 794,680  private
warrants  which  shall vest and  become  exercisable  from time to time.  Of the
latter  warrants,  511,801 are owned by officers  and  directors of the Company.
Rule 144 provides that, in general, a person holding restricted securities for a
minimum period of one (1) year may, every three (3) months  thereafter,  sell in
brokerage  transactions an amount of shares which does not exceed the greater of
one percent (1%) of the Company's then  outstanding  Common Stock or the average
weekly  trading  volume of the Common Stock  during the four (4) calendar  weeks
immediately   prior  to  such  sale.  Rule  144  also  permits,   under  certain
circumstances,  the sale of shares without any quantity  limitations by a person
who is not an  affiliate  of the  Company and was not an  affiliate  at any time
during the ninety (90) day period  immediately  prior to such sale,  and who has
satisfied a two (2) year holding period.  Sales of the Company's Common Stock by
shareholders  under Rule 144 may have a depressive effect on the market price of
the Company's Common Stock.

Forward-Looking Statements and Associated Risk.

     This Prospectus contains  forward-looking  statements within the meaning of
section 27A of the  Securities  Act of 1933, as amended,  and section 21E of the
Securities  Exchange Act of 1934, as amended,  including  statements  regarding,
among  other  items (i) the  Company's  growth  strategies,  (ii) the  Company's
products,  (iii)  the need for  additional  financing  in  order to  effect  the
acquisition of a particular  medical device,  and in general,  (iv) the need for
and uncertainty with respect to necessary regulatory clearances,  (v) commercial
acceptance of certain of the Company's  medical devices,  and (vi) the Company's
ability  to  successfully  commercialize  its  medical  devices  and to  achieve
profitability in general. These forward-looking  statements are based largely on
the  Company's   expectations   and  are  subject  to  a  number  of  risks  and
uncertainties, certain of which are beyond the Company's control. Actual results
could differ materially from these forward-looking statements as a result of the
factors  described  in "Risk  Factors,"  including,  among  others,  regulatory,
financial,  market or general economic  influences.  In light of these risks and
uncertainties,  there can be no assurance  that the  forward-looking  statements
contained in this Prospectus will in fact transpire or prove to be accurate.

                                       17
THE COMPANY

     Effective as of January 1, 1994,  the Company has been engaged full time in
identifying, developing and bringing to market medical devices which the Company
believes are innovative,  represent  improvements over existing products, or are
responsive to a presently  unfulfilled  need in the  marketplace.  The Company's
strategy  consists  of: (i)  identifying  patented  technologies  in the medical
device field that it believes  have  potential  commercial  viability  but still
require refinement and regulatory clearance,  (ii) providing the necessary funds
to develop and obtain the  requisite  regulatory  clearance of such  products in
exchange for the acquisition, license for some other right to commercialize such
technologies, and (iii) attempt to commercialize or sublicense such technologies
by entering into agreements with one or more entities for clinical  development,
manufacturing and marketing of such products. Through this strategy, the Company
believes  that it can play a role in bridging  the gap between  viable  patented
technologies and their commercialization. Pursuant to this strategy, the Company
has identified and acquired three licenses to develop products,  the Fluid Alarm
System (FAS), formerly the Personal Alarm System (PAS), the Cell Recovery System
(CRS) and the Intracranial  Pressure  Monitoring  System (ICP), all of which the
Company believes have potential commercial viability.

                                       18
The primary focus of the Company's  activities for the  foreseeable  future
will be: the continued  marketing of the FAS,  which  commenced in 1996 and with
respect to which the  Company,  to date,  has  experienced  minimal  sales;  and
completing the regulatory and development process relative to the CRS and ICP so
that the Company  can also bring these  products  to market.  In  addition,  the
Company  also  receives  opportunities  from time to time to  license or acquire
other  patented  technologies  in the medical  device  field.  Depending  on the
specific  device and other  circumstances,  such as the  Company's  then current
financial and  operating  situation,  the Company  pro-actively  attempts,  on a
limited  basis,  to  identify  and  license  or  acquire   additional   patented
technologies in the medical device field.

     On June 19, 1997 the Company's shareholders approved the reincorporation of
the  Company in  Delaware  in a  statutory  merger and in  connection  therewith
approved a reduction in the  Company's  authorized  capital and approved a stock
option plan. As of this filing the filing necessary to reincorporate in Delaware
has not been completed.

                                       19
CERTAIN SELLING STOCKHOLDERS

     The following table sets forth, as of the date hereof, the aggregate number
of the  Company's  shares of  Common  Stock to be  offered  by  certain  Selling
Stockholders  who are to be issued  shares of Common Stock  pursuant to the Plan
which will be "control securities" (as such term is defined in the Act) assuming
all shares being offered pursuant to this Prospectus are sold.
Number of            
                                          Shares to            
Name and Address                          be Offered              
----------------                          ----------
Edward C. Hall                              125,000         
P.O. Box 1518
Rancho Santa Fe, CA  92067

Richard E. Sloan                            400,000         
33905 Handrich Court
San Diego, CA  92131

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

TOTAL
20
PLAN OF DISTRIBUTION

     The Company  will not receive any  proceeds  from the sale of the shares of
Common  Stock by the  Selling  Stockholders  pursuant  to this  Prospectus.  The
securities  offered by this  Prospectus  may be sold from time to time by all of
the  Selling  Stockholders.  Usual  and  customary  or  specifically  negotiated
brokerage fees or commissions may be paid by the Selling Stockholders.

     The Selling Stockholder through whom such securities are sold may be deemed
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities  Act"),  with  respect to the  securities  offered,  and any profits
realized or commissions  received may be deemed underwriting  compensation.  The
Company has agreed to indemnify the certain of the Selling  Stockholders against
certain liabilities, including liabilities under the Securities Act.

     At the time a particular offer of the shares is made by or on the behalf of
a Selling Stockholder,  to the extent required, a Prospectus  Supplement will be
distributed  which will set forth the  number of shares  being  offered  and the
terms of the offering, including the name or names of any underwriters,  dealers
or agents,  the purchase price paid by any underwriter for shares purchased from
the  Selling   Stockholders,   any  discounts,   commissions   and  other  items
constituting  compensation  from the  selling  Stockholders  and any  discounts,
commissions  or  concessions  allowed or reallowed  or paid to dealers,  and the
proposed selling price to the public.

     The  shares  of  Common  Stock may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed,  at varying prices
determined  at the time of sale, or at  negotiated  prices.  Such prices will be
determined  by the  Selling  Stockholders  or by  agreement  between the Selling
Stockholders and any underwriters.

     In order to comply with the applicable  securities  laws of certain states,
if any, the shares of Common Stock will be offered or sold through registered or
licensed brokers or dealers in those states. In addition,  in certain states the
shares  of  Common  Stock  may not be  offered  or sold  unless  they  have been
registered  or  qualified  for sale in such  states  or an  exemption  from such
registration or qualification requirement is available and is complied with.

     Under applicable rules and regulations  promulgated under the Exchange Act,
any person engaged in a distribution  of securities may not  simultaneously  bid
for or purchase  securities  of the same class for a period of two business days
prior  to the  commencement  of such  distribution.  In  addition,  and  without
limiting the foregoing, the Selling Stockholders will be subject to applicable

                                       21
provisions  of the  Exchange  Act  and the  rules  and  regulations  thereunder,
including without limitation Rules 10b-2, 10b-5, 10b- 6 and 10b-7, in connection
with  transactions in the shares during the  effectiveness  of the  Registration
Statement of which this  Prospectus  is a part.  All of the foregoing may affect
the marketability of the shares of Common Stock.

     The Company will pay all of the expenses  incident to the  registration  of
the  shares of Common  Stock  other  than any fees or  expenses  of any  counsel
retained by the Selling  Stockholders and any out of pocket expenses incurred by
the Selling  Stockholders or any person retained by the Selling  Stockholders in
connection with the registration of the shares,  fees and expenses of compliance
with  state  securities  or blue sky  laws  and  commissions  and  discounts  of
underwriters, dealers or agents, if any.

                                       22
DESCRIPTION OF CAPITAL STOCK

     The  authorized  stock of the Company  consists of  100,000,000  authorized
shares of Common  Stock,  par value $.15 per share,  14,939,185  shares of which
were  outstanding as of November 26, 1997; and 10,000,000  authorized  shares of
Preferred  Stock par value .01 per share,  of which no shares of Preferred Stock
were outstanding.

Common Stock
------------

     Each share of Common Stock is entitled to one vote,  either in person or by
proxy,  on all matters that may be voted upon by the owners thereof at a meeting
of the shareholders,  including the election of directors. The holders of Common
Stock (i) have equal,  ratable rights to dividends from funds legally  available
therefor,  when,  as and if declared by the Board of  Directors  of the Company;
(ii) are entitled to share ratably in all of the assets of the Company available
for  distribution  to holders of Common Stock upon  liquidation,  dissolution or
winding  up of the  affairs  of the  Company;  (iii) do not have  preemptive  or
redemption   provisions  applicable  thereto;  and  (iv)  are  entitled  to  one
noncumulative  vote per share on all matters on which  shareholders  may vote at
all meetings of shareholders.

     All shares of Common Stock issued and  outstanding  are, and those  offered
hereby,  when  issued,  will be fully paid and  nonassessable,  with no personal
liability attaching to the ownership thereof.

Preferred Stock
---------------

         6% Cumulative Convertible Series A Preferred Stock
         --------------------------------------------------

     The Company originally issued 1,847,500 shares of 6% Cumulative Convertible
Series A  Preferred  Stock,  par value  $.01 per share (the  "Preferred  Stock")
pursuant to an underwritten public offering  ("Offering") on June 24, 1996. Each
share of Preferred Stock was convertible  into four (4) shares of Commn Stock at
a price of $1.25 per share of Common Stock.  In  accordance  with ther terms and
conditions  of the  Preferred  Stock on July 24,  1997,  any and all  shares  of
Preferred  Stock  were  automatically  converted  into  shares of Common  Stock.
Accordingly,  there are  currently  no  shares of  Preferred  Stock  issued  and
outstanding,  and all of the  originally  issued  1,847,500  shares of Preferred
Stock have been  retired  and have  become  authorized  but  unissued  shares of
Preferred Stock.

                                       23
Other Preferred Stock
---------------------

     As of the date hereof,  there are no shares of  preferred  stock issued and
outstanding.  The Company's Articles of Incorporation authorizes the issuance of
"blank  check"  preferred  stock in one or more  classes  or  series  with  such
designations,  rights,  preferences  and  restrictions as may be determined from
time to time by the Board of Directors. Accordingly, the Board of Directors may,
without  prior  shareholder  approval,  issue  preferred  stock  with  dividend,
liquidation, conversion, voting or other rights which could adversely affect the
relative  voting power or other rights of the holders of the Preferred  Stock or
the Common Stock. Preferred stock could be used, under certain circumstances, as
a method of  discouraging,  delaying  or  preventing  a change in control of the
Company.  Although the Company has no present intention of issuing any shares of
preferred stock, there can be no assurance that it will not do so in the future.
If the Company issues preferred stock,  such issuance may have a dilutive effect
upon the common  shareholders,  and the  purchasers  of the  securities  offered
hereby.

Warrants
--------

     The Warrants were issued in registered form pursuant to an agreement, dated
the date of the June 24, 1996 Prospectus (the "Warrant Agreement"),  between the
Company and  Continental  Stock Transfer & Trust Company (the "Warrant  Agent").
Upon completion of the June 24, 1996 Offering including overallotments purchased
by the  underwriter of the offering (the  "Representative"),  the Company had an
aggregate of 1,972,500  Warrants  outstanding,  including  the 247,500  Warrants
issued to the Selling Securityholders including exercise of the Representative's
Over-Allotment  Option purchase of an additional 100,000 Warrants.  The Warrants
are no longer  publicly  traded.  The following  discussion of certain terms and
provisions  of the  Warrants is  qualified  in its  entirety by reference to the
detailed  provisions of the Warrant Agreement,  the form of which has been filed
as an exhibit to the Registration Statement of which this Prospectus is a part.

     Each Warrant entitles the holder to purchase two (2) shares of Common Stock
at an exercise price of $3.75 per Warrant ($1.875 per share of Common Stock (the
"Exercise  Price")  commencing  July 24,  1997 and  ending  June 23,  1999  (the
"Expiration  Date"),  and is redeemable by the Company at a redemption  price of
$.05 at any time after  October 23, 1997 on not less than 30 days' prior written
notice,  provided  that  the  closing  sales  price of the  Common  stock on the
principal  exchange  on which the Common  Stock is traded  (if then  listed on a
national  securities  exchange) or the average  closing bid  quotation  for such
shares in the  over-the-counter  market (if then traded in the over-the  counter
market), for a period of 20 consecutive trading days ending within 10 days prior
to the date of the notice of  redemption  delivered by the Company,  has been at
least $2.50. The Redeemable Warrants will be entitled to the benefit of

                                       24
adjustments  in the  Exercise  Price and in the number of shares of Common Stock
and/or other  securities  deliverable  upon  exercise  thereof in the event of a
stock dividends, stock split, reclassifications, reorganizations, consolidations
or merger and upon certain  issuances of shares of Common  Stock,  or securities
convertible into or exercisable for shares of Common Stock, at a price per share
below the  exercise  price of the  Common  Stock.  The  Company  may at any time
decrease the exercise  price or change  certain of the  redemption  terms of the
Redeemable  Warrants  for a period  of not less than 30 days on not less than 30
days  written  notice  to  the  holders  of  the  Redeemable  Warrants  and  the
Representative.

     After the  Expiration  Date, the Warrants will become wholly void and of no
value. The Company may at any time extend the Expiration Date of all outstanding
Redeemable  Warrants for such increased period of time as it may determine.  The
Warrants may be exercised  at the office of the Warrant  Agent.  If any Warrants
are called for redemption,  such Warrants must be exercise prior to the close of
business  on the last day  before  the date of such  redemption  or the right to
purchase the applicable shares of Common Stock is forfeited.
 
     No  holder,  as such,  of  Warrants  shall be  entitled  to vote or receive
dividends  or be deemed  the  holder of shares of Common  Stock for any  purpose
whatsoever  until such Warrants have been duly  exercised and the Purchase Price
has been paid in full.

     The  Warrants  provide  that the Company  shall not be  obligated  to issue
shares of Common Stock upon  exercise of the Warrants  unless there is a current
prospectus  relating  to the Common  Stock  issuable  upon the  exercise  of the
Warrants under an effective  registration  statement  filed with the Commission,
and unless such Common Stock is qualified for sale or exempt from  qualification
under applicable state securities laws of the jurisdictions in which the various
holders  of the  Warrants  reside.  In  accordance  with the  Securities  Act, a
prospectus ceases to be current nine months after the date of such prospectus if
the information therein (including financial  statements) is more than 16 months
old or if there have been other fundamental  changes in the matters discussed in
the prospectus.  Although the Company has agreed to use its best efforts to meet
such regulatory  requirements in the  jurisdictions  in which the Securities are
sold in this  Offering,  there can be no assurance that the Company can continue
to meet these requirements.  The Securities are not expected to be qualified for
sale or exempt under the securities laws of all states.  Although the Securities
are not expected to be qualified for sale or exempt under the securities laws of
all states. Although the Warrants will not be knowingly be sold to purchasers in
jurisdictions  in which the Warrants are not  registered or otherwise  qualified
for sale,  purchasers  may buy Warrants in the  secondary  market or may move to

                                       25
jurisdictions  in which the shares of Common Stock issuable upon exercise of the
Warrants are not so registered or qualified. In this event, the Company would be
unable legally to issue the shares of common stock to those persons  desiring to
exercise  the  Warrants  unless  and until the shares of Common  Stock  could be
qualified  for sale in  jurisdictions  in which such  pruchasers  reside,  or an
exemption from such qualification exists in such jurisdiction. No assurances can
be given that the Company  will be able to effect any required  registration  or
qualification.  The value of the Warrants could be adversely  affected if a then
current  prospectus  covering the Common Stock issuable upon the exercise of the
Warrants is not available pursuant to an effective  registration statement or if
such  Common  Stock  is  not  qualified  or  exempt  from  qualification  in the
jurisdictions  in which the holders of the Warrants  reside.  Under the terms of
the  agreement  under  which the  Warrants  will be issued,  the  Company is not
permitted to redeem such  warrants  unless a current  prospectus is available at
the time of notice of  redemption  and at all times to and including the date of
redemption.  

     As a  result  of the  Warrants  and  the  Representative's  Warrants  being
outstanding,  the Company may be deprived of favorable  opportunities  to obtain
additional equity capital,  if it should then be needed,  for its business.  

Transfer Agent, Registrar and Warrant Agent
-------------------------------------------

     The Company has appointed  Continental  Stock Transfer & Trust  Company,  2
Broadway,  New York,  NY 10004 as transfer  agent and  registrar  for the Common
Stock, 6% Cumulative  Convertible  Series A Preferred Stock and the Warrants and
as Warrant Agent under the Warrant Agreement.

                                       26
No  dealer,  salesman  or  other  person  has been  authorized  to give any
information or to make any  representations not contained in this Prospectus and
if given or made, such information or representations must not be relied upon as
having been authorized by the Company or any  Underwriter.  Neither the delivery
of this  Prospectus  nor any sale made hereunder  shall under any  circumstances
create  any  implication  that  there has been no change in the  affairs  of the
Company since the date hereof.  This  Prospectus does not constitute an offer to
sell or a solicitation  of an offer to buy any of the securities  offered hereby
in any  jurisdiction to any person or to make such offer or solicitation in such
jurisdiction.
      
                       MEDICAL DEVICE TECHNOLOGIES, INC.

                        5,000,000 Shares of Common Stock

                                TABLE OF CONTENTS
AVAILABLE INFORMATION............................................1

INCORPORATION OF CERTAIN DOCUMENTS
         BY REFERENCE............................................2

PROSPECTUS SUMMARY...............................................3

RISK FACTORS.....................................................4

THE COMPANY.....................................................18

SELLING STOCKHOLDERS............................................20

PLAN OF DISTRIBUTION............................................21

DESCRIPTION OF CAPITAL STOCK....................................23

                           ---------------------------
                                   PROSPECTUS
                           ---------------------------

                                December 5, 1997
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Registrant incorporates the following documents by reference in this
Registration Statement:

     (a)  Registrant's  Annual  Report on Form  10-KSB  filed for the year ended
December 31, 1996,

     (b) the  Definitive  Proxy  Statement  on Form 14A dated April 8, 1997 with
respect to the Company's 1997 Annual Stockholders' Meeting on May 23, 1997.

     (c)  Registrant's  Quarterly  Report on Form 10-QSB for the quarters  ended
March 31, 1997, June 30, 1997 and September 30, 1997,

     (d) The Company's current Report on Form 8-K dated June 23, 1997,

     (e)  All  other  documents  filed  by  Registrant  after  the  date of this
Registration  Statement  under  Section  13(a),  13(c),  14  and  15(d)  of  the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  to this  Registration  Statement  which  deregisters  the  securities
covered hereunder which remain unsold.

Item 4. Description of Securities

     Not applicable

                                PART II, Page 1
Item 5.  Interest of Named Experts and Counsel

     None

Item 6.           Indemnification of Officers and Directors

     Registrant's  Articles  of  Incorporation  and Bylaws and the Utah  General
Corporation Law provide for  indemnification  of directors and officers  against
certain  liabilities.  In general,  officers  and  directors of  Registrant  are
indemnified against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted  in  good  faith,  and are not  deemed  to be  liable  to  Registrant  for
negligence or misconduct in the performance of their duties.

Item 7. Exemption from Registration Claimed

     None. 

Item 8. Exhibits

5.   Opinion of Zukerman Gore & Brandeis, LLP

24.  Consent of Zukerman Gore & Brandeis, LLP.  See Exhibit 5

24.  Consent of BDO Seidman, LLP

Item 9. Undertakings

         The undersigned Registrant hereby undertakes:

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

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

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement,  including
(but not limited to) any addition or election of a managing underwriter.

     Provided however, that paragraphs (i) and (ii) above shall not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by  Registration  pursuant  to Section  13 or  Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

                                Part II - Page 2
(2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement to the securities  offered therein,  and the offering of
such securities offered 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.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under the  Securities  Act of 1933,  each filing of
Registrant's  annual report pursuant to Section 13(a) 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) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.

     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 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  that  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the questions  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.

                                Part II - Page 3
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933,  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 San Diego,  State of California,  on this 2nd day of
December, 1997.

                         MEDICAL DEVICE TECHNOLOGIES, INC.

                         By: /s/ M. Lee Hulsebus
                         -----------------------
                         Chief Executive Officer

     In  accordance  with  the  requirements  of the  Securities  Act of 1933 as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

SIGNATURE                TITLE                              DATE
---------                -----                              ----
                             
/s/M. Lee Hulsebus       Chief Executive Officer,           December 2, 1997
                         President and Chairman
                               
/s/Edward C. Hall        Chief Financial                    December 2, 1997
                         Officer/Secretary
                                                     
/s/Don L. Arnwine        Director                           December 2, 1997
                                                      
/s/Arthur E. Bradley     Director                           December 2, 1997
                                                        
/s/William A. Clarke     Director                           December 2, 1997
                                                       
/s/Thomas E. Glasgow     Director                           December 2, 1997