As filed with the Securities and Exchange Commission on January __, 1996

File No. 33-                                             Commission file number:
                                                                I-9418

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                        The Canton Industrial Corporation
         (Exact name of registrant as specified in its charter)

         Nevada                                          87-0509512
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
               (Address of principal executive offices) (Zip code)

           1996 Stock Option Plan of the Canton Industrial Corporation
                            (Full title of the plan)

           Michael Golightly, 268 West 400 South, Suite 300, Salt Lake
                 City, Utah 84101 (Name, address, including zip
                             code, of agent for service)

Telephone number, including area code, of agent for service: (801) 575-8073
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
================================= --------------- ------------------------ ------------------------- =================
Title of Securities to be         Amounts to be   Proposed Maximum         Proposed Maximum          Amount of
Registered                        Registered      Offering Price Per       Aggregate Offering Price  Registration Fee
                                                  Share(1)
================================= --------------- ------------------------ ------------------------- =================
<S>                               <C>             <C>                      <C>                       <C> 
Options, each entitling the            1,000,000  $-0-                     $-0-                      $-0-
holder to purchase one share of
Common Stock
================================= =============== ======================== ========================= =================
Common Stock, issuable upon            1,000,000  $1.531                   $1,531,000                $527.93
exercise of Options
================================= =============== ======================== ========================= =================
</TABLE>

     (1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on
the average bid and asked price of the  registrant's  common stock as of January
18, 1996, a date within five  business  days prior to the date of filing of this
registration statement.

     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 Plan described herein.


<PAGE>


           1996 STOCK OPTION PLAN OF THE CANTON INDUSTRIAL CORPORATION
                  CROSS-REFERENCE SHEET PURSUANT TO RULE 404(A)

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

REGISTRATION STATEMENT ITEM NUMBERS AND HEADINGS        PROSPECTUS HEADING

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by The Canton Industrial  Corporation,  a
Nevada corporation,  (the "Company") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated herein by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
     December 31, 1994.

         2. All reports  filed by the Company  with the  Commission  pursuant to
     Section  13(a) or 15(d)  of the  Exchange  Act of  1934,  as  amended  (the
     "Exchange Act"), since the end of the fiscal year ended December 31, 1994.

         3.  The  description  and  specimen  certificate  of the  Common  Stock
     contained  in the  Company's  Form  S-18  Registration  Statement  filed on
     January 21, 1986 under the Exchange Act,  including any amendment or report
     filed for the purpose of updating such description.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this Registration  Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common  stock of the  Company  being  registered  pursuant  to this
registration statement is part of a class of securities registered under section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's initial Form S-18 Registration  Statement filed with the Commission on
January  21,  1986,  and is  incorporated  herein by  reference.  (See  "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

         The Company's vice-president,  Kevin S. Woltjen, prepared a substantial
part of this  registration  statement and is included in the reoffer  prospectus
attached hereto as a selling shareholder.  For more information on this subject,
see Exhibit B - Reoffer  Prospectus,  Selling Security Holders." No other expert
is named as preparing or certifying all or part of the registration statement to
which this prospectus  pertains,  and no counsel for the Company who is named in
this  prospectus  as having given an opinion on the  validity of the  securities
being offered hereby was hired on a contingent basis or has or is to receive, in
connection with this offering, a substantial  interest,  direct or indirect,  in
the Company.

Item 6. Indemnification of Directors and Officers

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The Company's Restated Articles of Incorporation,  specifically Article
Nine, however, eliminate the personal liability of the officers and directors to
shareholders  or the  corporation  for money damages to the extent  permitted by
Nevada Revised Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that
a corporation may limit or eliminate officers' and directors' personal liability
for breach of fiduciary  duty so long as liability is not  eliminated or limited
for acts or  omissions  involving  intentional  misconduct,  fraud or a  knowing
violation of law or the payment of unlawful distributions.

         Section nine of Article VI of the  Corporation's  Bylaws  provides that
the  Corporation  shall  indemnify its officers and directors for any liability,
including reasonable costs of defense, arising out of any act or omission of any
officer or director on behalf of the  Corporation  to the fullest extent allowed
by the laws of the State of Nevada.

         In  actions,  proceedings  and suits  involving  an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a  corporation  to indemnify  directors or officers  against  actual and
reasonable expenses, including attorneys fees, judgments, fines and amounts paid
in  settlement.  The Nevada  Statute  applies to actions,  proceedings  or suits
whether civil,  criminal,  administrative  or  arbitrative  in nature.  However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
corporation.  In criminal  cases,  an officer or director  meets the standard of
conduct  if they had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.  The board of  directors  acting  through  a quorum  of  disinterested
directors,  independent legal counsel  designated by the board of directors,  or
the shareholders  shall determine  whether  indemnification  is proper under the
circumstances.  Termination  of  proceedings  by  judgment,  order,  settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable  standard
of conduct.

         In actions by or in the right of the  corporation,  the corporation may
indemnify an officer or director against  expenses  provided he or she satisfies
the applicable  standard of conduct.  However, a corporation cannot indemnify an
officer or director  adjudged liable to the  corporation on any claim,  issue or
matter  unless,  and to the  extent,  the  court  determines  that  despite  the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.

         In all  proceedings,  whether by or in the right of the  corporation or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or  director  is  successful  on the  merits  or  otherwise  in  defense  of the
proceeding  or in  defense  of any  claim,  issue or  matter  therein.  A Nevada
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Nevada  Statute  does not  exclude  other  indemnification
rights to which a director  or officer  may be  entitled  under the  articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects of  indemnification  provisions  and is limited by  reference to the NRS
Section  78.751,  Article  Nine,  Section  VI of the  Corporation's  Bylaws,  as
amended, and Article Nine of the Company's Restated Articles of Incorporation.

Item 7.   Exemption from Registration Claimed

         Although  no  restricted  securities  are  being  reoffered  or  resold
pursuant to this registration  statement,  certain control  securities are being
reoffered,  specifically  pursuant to the Reoffer Prospectus  attached hereto as
Exhibit B.

Item 8. Exhibits.

     The exhibits are attached to this Registration  Statement and are listed in
the Exhibit Index, which is found on page 7.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  Registration  Statement  or any material
         change to such information in the Registration Statement. (2) To treat,
         for the purpose of determining  any liability  under the Securities Act
         of 1933,  each  such  post-effective  amendment  as a new  registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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







                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]



<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Salt Lake City, State of Utah, on January 19, 1996.

                                             The Canton Industrial Corporation

                                             By   /s/ Steven A. Christensen
                                             Steven A. Christensen, as President

      
                          POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  Steve A.  Christensen,  with power of
substitution,  as his attorney-in-fact  for him, in all capacities,  to sign any
amendments to this  registration  statement and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

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

Signature                         Title               Date

/s/ Steven A. Christensen         President           January 19, 1996
Steven a.. Christensen

/s/ Susan S. Waldrop              Chief Financial      January 19, 1996
Susan S. Waldrop                  Officer, Secretary,
                                  Treasurer

 /s/ Richard D. Surber            Chief Executive      January 19, 1996
 Richard D. Surber                Officer, Director

/s/ Lorin Pace                    Director             January 19, 1996
Lorin Pace

/s/ Philip Lamb                   Director             January 19, 1996
Philip Lamb



<PAGE>


As filed with the Securities and Exchange Commission on January __, 1996

File No. 33-


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                        The Canton Industrial Corporation
                             (A Nevada corporation)










<PAGE>


                                INDEX TO EXHIBITS

                                                                  Sequentially
Exhibits     SEC Ref. No.  Description of Exhibit                 Numbered Pages

A            2           Reoffer Prospectus

B            4           1996 Stock Option Plan of the Company

C            5, 23(b)    Opinion  and  consent  of  Counsel  with 
                         respect  to the  legality of the issuance
                         of securities being issued

D            23(a)       Consent of Accountant
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18759}]
{"company-data": {"conformed-name": "CANTON INDUSTRIAL CORP", "cik": "0000788738", "assigned-sic": "3490", "irs-number": "870509512", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00357", "film-number": "96506029"}, "business-address": {"street1": "268 W 400 S STE 300", "street2": "RICHARD SURBER", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8015758073"}, "mail-address": {"street1": "268 WEST 400 SOUTH", "street2": "STE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}}
As filed with the Securities and Exchange Commission on January __, 1996

File No. 33-                                             Commission file number:
                                                                I-9418

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                        The Canton Industrial Corporation
         (Exact name of registrant as specified in its charter)

         Nevada                                          87-0509512
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
               (Address of principal executive offices) (Zip code)

           1996 Stock Option Plan of the Canton Industrial Corporation
                            (Full title of the plan)

           Michael Golightly, 268 West 400 South, Suite 300, Salt Lake
                 City, Utah 84101 (Name, address, including zip
                             code, of agent for service)

Telephone number, including area code, of agent for service: (801) 575-8073
CALCULATION OF REGISTRATION FEE
================================= --------------- ------------------------ ------------------------- =================
Title of Securities to be         Amounts to be   Proposed Maximum         Proposed Maximum          Amount of
Registered                        Registered      Offering Price Per       Aggregate Offering Price  Registration Fee
                                                  Share(1)
================================= --------------- ------------------------ ------------------------- =================
Options, each entitling the            1,000,000  $-0-                     $-0-                      $-0-
holder to purchase one share of
Common Stock
================================= =============== ======================== ========================= =================
Common Stock, issuable upon            1,000,000  $1.531                   $1,531,000                $527.93
exercise of Options
================================= =============== ======================== ========================= =================
(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on
the average bid and asked price of the  registrant's  common stock as of January
18, 1996, a date within five  business  days prior to the date of filing of this
registration statement.

     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 Plan described herein.
1996 STOCK OPTION PLAN OF THE CANTON INDUSTRIAL CORPORATION
                  CROSS-REFERENCE SHEET PURSUANT TO RULE 404(A)

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

REGISTRATION STATEMENT ITEM NUMBERS AND HEADINGS        PROSPECTUS HEADING

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by The Canton Industrial  Corporation,  a
Nevada corporation,  (the "Company") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated herein by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
     December 31, 1994.

         2. All reports  filed by the Company  with the  Commission  pursuant to
     Section  13(a) or 15(d)  of the  Exchange  Act of  1934,  as  amended  (the
     "Exchange Act"), since the end of the fiscal year ended December 31, 1994.

         3.  The  description  and  specimen  certificate  of the  Common  Stock
     contained  in the  Company's  Form  S-18  Registration  Statement  filed on
     January 21, 1986 under the Exchange Act,  including any amendment or report
     filed for the purpose of updating such description.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this Registration  Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common  stock of the  Company  being  registered  pursuant  to this
registration statement is part of a class of securities registered under section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's initial Form S-18 Registration  Statement filed with the Commission on
January  21,  1986,  and is  incorporated  herein by  reference.  (See  "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

         The Company's vice-president,  Kevin S. Woltjen, prepared a substantial
part of this  registration  statement and is included in the reoffer  prospectus
attached hereto as a selling shareholder.  For more information on this subject,
see Exhibit B - Reoffer  Prospectus,  Selling Security Holders." No other expert
is named as preparing or certifying all or part of the registration statement to
which this prospectus  pertains,  and no counsel for the Company who is named in
this  prospectus  as having given an opinion on the  validity of the  securities
being offered hereby was hired on a contingent basis or has or is to receive, in
connection with this offering, a substantial  interest,  direct or indirect,  in
the Company.

Item 6. Indemnification of Directors and Officers

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The Company's Restated Articles of Incorporation,  specifically Article
Nine, however, eliminate the personal liability of the officers and directors to
shareholders  or the  corporation  for money damages to the extent  permitted by
Nevada Revised Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that
a corporation may limit or eliminate officers' and directors' personal liability
for breach of fiduciary  duty so long as liability is not  eliminated or limited
for acts or  omissions  involving  intentional  misconduct,  fraud or a  knowing
violation of law or the payment of unlawful distributions.

         Section nine of Article VI of the  Corporation's  Bylaws  provides that
the  Corporation  shall  indemnify its officers and directors for any liability,
including reasonable costs of defense, arising out of any act or omission of any
officer or director on behalf of the  Corporation  to the fullest extent allowed
by the laws of the State of Nevada.

         In  actions,  proceedings  and suits  involving  an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a  corporation  to indemnify  directors or officers  against  actual and
reasonable expenses, including attorneys fees, judgments, fines and amounts paid
in  settlement.  The Nevada  Statute  applies to actions,  proceedings  or suits
whether civil,  criminal,  administrative  or  arbitrative  in nature.  However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
corporation.  In criminal  cases,  an officer or director  meets the standard of
conduct  if they had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.  The board of  directors  acting  through  a quorum  of  disinterested
directors,  independent legal counsel  designated by the board of directors,  or
the shareholders  shall determine  whether  indemnification  is proper under the
circumstances.  Termination  of  proceedings  by  judgment,  order,  settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable  standard
of conduct.

         In actions by or in the right of the  corporation,  the corporation may
indemnify an officer or director against  expenses  provided he or she satisfies
the applicable  standard of conduct.  However, a corporation cannot indemnify an
officer or director  adjudged liable to the  corporation on any claim,  issue or
matter  unless,  and to the  extent,  the  court  determines  that  despite  the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.

         In all  proceedings,  whether by or in the right of the  corporation or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or  director  is  successful  on the  merits  or  otherwise  in  defense  of the
proceeding  or in  defense  of any  claim,  issue or  matter  therein.  A Nevada
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Nevada  Statute  does not  exclude  other  indemnification
rights to which a director  or officer  may be  entitled  under the  articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects of  indemnification  provisions  and is limited by  reference to the NRS
Section  78.751,  Article  Nine,  Section  VI of the  Corporation's  Bylaws,  as
amended, and Article Nine of the Company's Restated Articles of Incorporation.

Item 7.   Exemption from Registration Claimed

         Although  no  restricted  securities  are  being  reoffered  or  resold
pursuant to this registration  statement,  certain control  securities are being
reoffered,  specifically  pursuant to the Reoffer Prospectus  attached hereto as
Exhibit B.

Item 8. Exhibits.

     The exhibits are attached to this Registration  Statement and are listed in
the Exhibit Index, which is found on page 7.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  Registration  Statement  or any material
         change to such information in the Registration Statement. (2) To treat,
         for the purpose of determining  any liability  under the Securities Act
         of 1933,  each  such  post-effective  amendment  as a new  registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Salt Lake City, State of Utah, on January 19, 1996.

                                             The Canton Industrial Corporation

                                             By   /s/ Steven A. Christensen
                                             Steven A. Christensen, as President

      
                          POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  Steve A.  Christensen,  with power of
substitution,  as his attorney-in-fact  for him, in all capacities,  to sign any
amendments to this  registration  statement and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

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

Signature                         Title               Date

/s/ Steven A. Christensen         President           January 19, 1996
Steven a.. Christensen

/s/ Susan S. Waldrop              Chief Financial      January 19, 1996
Susan S. Waldrop                  Officer, Secretary,
                                  Treasurer

 /s/ Richard D. Surber            Chief Executive      January 19, 1996
 Richard D. Surber                Officer, Director

/s/ Lorin Pace                    Director             January 19, 1996
Lorin Pace

/s/ Philip Lamb                   Director             January 19, 1996
Philip Lamb
As filed with the Securities and Exchange Commission on January __, 1996

File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                        The Canton Industrial Corporation
                             (A Nevada corporation)
INDEX TO EXHIBITS

                                                                  Sequentially
Exhibits     SEC Ref. No.  Description of Exhibit                 Numbered Pages

A            2           Reoffer Prospectus

B            4           1996 Stock Option Plan of the Company

C            5, 23(b)    Opinion  and  consent  of  Counsel  with 
                         respect  to the  legality of the issuance
                         of securities being issued

D            23(a)       Consent of Accountant