As filed with the Securities and Exchange Commission on June 27, 1996

                                                          File No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                     INTERNATIONAL STANDARDS GROUP, LIMITED
               (Exact name of issuer as specified in its charter)

          Delaware                                           75-2274730
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                 Suite 300
         3200 North Military Trail
            Boca Raton, Florida                                33431
  (Address of principal executive offices)                   (Zip Code)

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

               CONSULTING AND ACQUISITION MANAGEMENT AGREEMENT
                            WITH VISTAQUEST, INC.
                           (Full title of the plan)

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

                          Joseph L. Lents, Chairman
                     3200 North Military Trail, Suite 300
                          Boca Raton, Florida 33431
                                (407) 997-5880
                   (Name and address of agent for service)
                
                                   Copy to:

                             James Schneider, Esq.
                     Atlas, Pearlman, Trop & Borkson, P.A.
                    200 East Las Olas Boulevard, Suite 1900
                        Fort Lauderdale, Florida 33301
                                (305) 763-1200

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



<PAGE>



                         CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate    Amount of
Title of securities   Amount to be     price per   offering   registration
 to be registered     registered(1)    share(1)    price(1)      fee (1)
================================================================================

Common Stock
($.00001 par
value)                600,000 shares    $ .97       $582,000     $200.69

Common Stock
underlying
Common Stock
Purchase
Warrants              750,000 shares    $ .93       $697,500     $240.52

Total                                             $1,279,500     $441.21
================================================================================

(1)   Pursuant to Rule 457(h),  the maximum  offering price was calculated based
      upon the average of the closing bid price of the Registrant's Common Stock
      in the  over-the-counter  market on June 24, 1996 as to 600,000  Shares of
      Common Stock and upon the average  exercise price of Common Stock Purchase
      Warrants to purchase 750,000 shares of Common Stock.

























                                        2


<PAGE>



                     INTERNATIONAL STANDARDS GROUP, LIMITED

         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K


           Form S-8 Item Number
               and Caption                Caption in Prospectus
           --------------------           ---------------------
    
 1.   Forepart of Registration State-     Facing Page of Registration
      ment and Outside Front Cover        Statement and Cover Page of
      Page of Prospectus                  Prospectus

 2.   Inside Front and Outside Back       Inside Cover Page of Pro-
      Cover Pages of Prospectus           spectus and Outside Cover
                                          Page of Prospectus

 3.   Summary Information, Risk Fac-      Not Applicable
      tors and Ratio of Earnings to
      Fixed Charges

 4.   Use of Proceeds                     Not Applicable

 5.   Determination of Offering Price     Not Applicable

 6.   Dilution                            Not Applicable

 7.   Selling Security Holders            Sales by Selling Security
                                          Holder

 8.   Plan of Distribution                Cover Page of Prospectus
                                          and Sales by Selling
                                          Security Holder

 9.   Description of Securities to be     Consulting and Acquisition
      Registered                          Management Agreement with
                                          VistaQuest, Inc.

10.   Interests of Named Experts and      Not Applicable
      Counsel

11.   Material Changes                    Not Applicable

12.   Incorporation of Certain Infor-     Incorporation of Certain
      mation by Reference                 Documents by Reference

13.   Disclosure of Commission Posi-      Indemnification of Direc-
      tion on Indemnification for         tors and Officers; Under-
      Securities Act Liabilities          takings



                                 3


<PAGE>

PROSPECTUS
                     INTERNATIONAL STANDARDS GROUP, LIMITED

                        1,350,000 Shares of Common Stock

                               ($.00001 par value)

                        Issued pursuant to the Company's
                 Consulting and Acquisition Management Agreement
                              with VistaQuest, Inc.

      This Prospectus is part of a Registration  Statement which registers up to
an aggregate of 600,000  shares of Common Stock,  $.00001 par value (such shares
being referred to in the aggregate as the "Shares"), including 750,000 Shares of
Common Stock issuable upon the exercise of Common Stock  Purchase  Warrants (the
"Warrants"), of International Standards Group, Limited (the "Company") which are
being issued,  as set forth  herein,  to  VistaQuest,  Inc., a consultant to the
Company (the "Consultant")  pursuant to a Consulting and Acquisition  Management
Agreement dated May 17, 1996,  (the  "Consulting  Agreement")  providing for the
issuance of the Shares and Warrants. The Consultant,  as selling stockholder may
sometimes  hereafter be referred to as the "Selling Security Holder." The Shares
are being issued to the Consultant  pursuant to the Consulting  Agreement  which
has been  consummated  in order to assist  the  Company in the  negotiation  and
consummation  of the  acquisition of the Leader  Mortgage  Company,  acquisition
and/or divestiture of other real estate companies or real estate interests,  and
the  management of such companies and assets.  The  Consulting  Agreement is not
being  undertaken  in connection  with any present or proposed  financing by the
Company as the Company is not  contemplating  any financing for the  foreseeable
future.  The Company has been advised by the Selling Security Holder that it may
sell all or a portion  of the Shares  from time to time in the  over-the-counter
market,  in negotiated  transactions,  directly or through brokers or otherwise,
and that the Shares will be sold at market prices prevailing at the time of such
sales or at  negotiated  prices,  and the Company  will not receive any proceeds
from such sales.

      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  issuable  under the terms of the  Agreement  shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
                
                                ----------------

      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 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 date of this Prospectus is June 27, 1996.

                                        4

<PAGE>



                              AVAILABLE INFORMATION

      The Company is subject to the informational 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 with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's  Common Stock  including  750,000  shares of Common  Stock  underlying
Warrants is traded through NASDAQ under the symbol "ISGI."

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act"),  with respect to an aggregate of 1,350,000  shares of the Company's
Common Stock, including 750,000 shares of Common Stock underlying Warranty to be
issued  to  a  consultant  of  the  Company  pursuant  to a  written  consulting
agreement.  This Prospectus,  which is Part I of the Registration Statement, may
omit certain information  contained in the Registration  Statement.  For further
information  with  respect to the  Company  and the  shares of the Common  Stock
offered by this  Prospectus,  reference is made to the  Registration  Statement,
including the exhibits thereto. Statements in this Prospectus as to any document
are not necessarily  complete,  and where any such document is an exhibit to the
Registration  Statement  or is  incorporated  by  reference  herein,  each  such
statement  is qualified  in all  respects by the  provisions  of such exhibit or
other  document,  to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement,  with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon  payment  of the  fees  prescribed  by the  rules  and  regulations  of the
Commission, or examined there without charge.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

      1.   The Company's  Annual  Report  on  Form  10-KSB for the year ended
September 30, 1995;

      2.   The Company's Report on Form 10-QSB for the quarterly period ended
December 31, 1995;







                                        5


<PAGE>



      3.   The Company's Report on Form 10-QSB for the quarterly period ended
March 31, 1996.

      4. All other reports,  proxy statements and documents filed by the Company
pursuant to Section 13, 14 or 15(d) of the Exchange Act subsequent to the end of
the fiscal year covered by the Company's  Annual Report on Form 10-KSB  referred
to in item 1 above,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein and to be a part hereof from the respective  date of filing of
such documents.  Any statement  incorporated by reference herein 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 or is  deemed  to be  incorporated  by  reference  herein,  modifies  or
supersedes such  statement.  Any statement  modified or superseded  shall not be
deemed,  except  as so  modified  or  superseded,  to  constitute  part  of this
Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests   for  such  copies   should  be  directed  to   Corporate   Secretary,
International  Standards Group,  Limited,  3200 North Military Trail, Suite 300,
Boca Raton, Florida 33431, telephone (407) 997-5880.
























                                        6


<PAGE>



                                   THE COMPANY

General Background

      International  Standards  Group,  Limited  (the  "Company"),  through  its
wholly-owned subsidiary, Financial Standards Group, Inc. ("FSGI"), was organized
to  assist  credit  unions  and  their  supervisory   committees  in  performing
comprehensive or internal regulatory  compliance audits in satisfaction of their
statutory requirements and to provide related internal auditing,  accounting and
managerial advisory services to credit unions.  Credit unions are required under
the  Federal  Credit  Union  Act and  various  state  statutes  to  undertake  a
comprehensive  internal  annual  audit and  submit a report of that audit to its
Board of Directors and a summary of the report to its  membership at the ensuing
annual meeting of the credit union membership. There is no statutory requirement
that the  annual  audit be a  certified  audit,  which  must be  performed  by a
Certified  Public  Accountant in accordance  with  generally  accepted  auditing
standards as published by the American Institute of Certified Public Accountants
and which results in the issuance of financial  statements and the expression of
an opinion regarding such financial statements.  A comprehensive internal audit,
which does not  involve  expression  of an opinion or result in the  issuance of
financial  statements,  need not be  performed  by a CPA and  ordinarily  can be
accomplished  in  significantly  less time and for less  cost  than a  certified
audit,  thereby making it feasible and cost effective to the many smaller credit
unions in existence.

      On April 21, 1994, the Company consummated an Agreement and Plan of Merger
with  Membership  Realty  Ltd.,  Inc.  ("MRL")  for  the  merger  of MRL and its
wholly-owned  subsidiary,  Independence  Mortgage Corp. of South Florida,  Inc.,
into  a  new  wholly-owned  subsidiary  organized  by  the  Company.  MRL  is  a
full-service commercial and residential real estate brokerage company which also
provides mortgage origination and title services.

      The Company's real estate subsidiaries have experienced significant growth
during the 1995 fiscal year.  MRL currently has six offices open,  five of which
are in  Broward  county  and one in Palm  Beach  County.  They  currently  serve
approximately  150 real estate  associates who generate in excess of $16 million
in sales  volume on a monthly  basis.  The  Company  expects to open  additional
offices  during  the next 12  months.  The  targeted  expansion  areas are Dade,
western Broward and Palm Beach Counties.  In November 1995, Real Estate Services
Network Holding Corp. (formerly  Membership Realty Holding Corp).  completed the
stock purchase of U.S.  Mortgage Network  Services Corp.  ("U.S.  Mortgage"),  a
Largo Florida  mortgage  banking  operation and  additional  offices in Atlanta,
Georgia,  On March 14, 1996,  the Company and the  principals  of U.S.  Mortgage
entered into an agreement rescinding this transaction, and U.S. Mortgage will
operate independently.






                                        7


<PAGE>




      On  December  21,  1995  the  Company  and  Global  Re.,  Ltd.  ("Global")
consummated  the Stock Purchase and Exchange  Agreement  dated as of October 20,
1995, subject to certain due diligence  procedures  currently being completed on
behalf of the Company and  pursuant  to which the  Company  acquired  all of the
capital  stock of American  Indemnity  Company  Limited  ("AIC") in exchange for
233,333 shares of the Company's  newly  designated  Series G Voting  Convertible
Preferred  Stock (the  "Series G  Preferred  Stock")  which was  converted  into
35,000,000  shares  of ISG  Common  Stock and  options  to  purchase  a total of
10,000,000 shares of Common Stock of the Company.  AIC, a corporation  organized
under the laws of St.  Christopher  and Nevis,  British  West  Indies,  became a
wholly-owned  subsidiary of the Company.  On June 12, 1996, ISG sold AIC back to
Global Re: Ltd.,  the  original  owner of the  company.  ISG received  back from
Global the  35,000,000  shares of ISG  Common  Stock  plus  options to  purchase
10,000,000  shares of ISG's Common Stock,  The Company will receive a percentage
of AIC's net income, if any, over the next 4 years.

     On May 28,  1996,  the  Company  entered  into  an  Agreement  and  Plan of
Reorganization  for the acquisition of all of the  outstanding  capital stock of
Total National  Telecommunications,  Inc. (d/b/a Total World Telecom) ("Total").
Under the terms of the stock exchange, the shareholders of Total received shares
of a newly created series of preferred stock of the Company which is convertible
into shares of Common  Stock of the  Company,  the amount of which is based upon
fulfillment of certain  pre-determined  financial  criteria and the price of the
Company's  stock at the time of conversion.  The Series M and Series N Preferred
Stock established  pursuant to the exchange will carry a cumulative  dividend of
2.7% of the stated  value of the  preferred  stock  which the  Company  would be
required to pay until such time as the Company's Registration Statement relating
to resale of  certain  of the shares of Common  Stock  underlying  the Series of
preferred stock are registered under the Securities Act of 1933. Pursuant to the
Agreement and Plan of  Reorganization,  the Company advanced  $5,000,000 for the
working capital needs of Total.

     Total, which was organized in October 1991, is based in Houston, Texas. The
Company  is  a  Tier  II  switch-based   interexchange  carrier  which  utilizes
state-of-the-art  digital and fiber optic  facilities,  including  five  Siemens
Stromberg-Carlson  DCO  tandem  switches  located  in New  York,  Chicago,  Lost
Angeles,  Atlanta and  Houston.  In addition,  TWT has  deployed  SS7  signaling
throughout  its  network  in order to  assure  prompt,  clear  connections  at a
competitive  price. The Company's  Operations Command Center is also in Houston.
The Company through  long-term  contracts  provides  origination and termination
long distance  services to Tier III and Tier IV, switchless  resellers.  Total's
management team consisting of Donald Booth, Steve Reemts and Larry Ashworth will
remain with Total and will occupy senior principal positions with the Company.







                                        8


<PAGE>




                 CONSULTING AND ACQUISITION MANAGEMENT AGREEMENT
                              WITH VISTAQUEST, INC.

General

      On May 17, 1996,  the Company  entered into a Consulting  and  Acquisition
Management Agreement with VistaQuest,  Inc. pursuant to which the Company agreed
to issue to the  Consultant  600,000  shares of Common  Stock of the Company and
Warrants  to  purchase  750,000  Shares of  Common  Stock in  consideration  for
consulting   services  to  be  provided  to  the  Company  over  an  anticipated
twelve-month  period commencing as of the date of the Consulting  Agreement.  In
addition, the Company will reimburse Consulting for its reasonable out-of-pocket
expenses  from time to time upon  submission  of  itemized  vouchers  in support
thereof.

     Initial services relative to the performance under the Consulting Agreement
already  commenced.  Under the terms of that  agreement,  the  Consultant  is to
provide  the  following  services  to the  Company (i) assist the Company in the
negotiation  and  consummation  of a joint venture and/or  acquisition  with The
Leader Mortgage Company including the undertaking of due diligence  examinations
with  respect  thereto;  (ii)  the  identification,   evaluation,   structuring,
negotiating and closing of businesses, acquisitions and divestitures, whether in
the form of asset purchases,  stock purchases,  mergers,  consolidations,  joint
ventures, strategic alliances or otherwise relating to real estate and including
due  diligence  examinations  in relation  thereto;  (iii) if  requested  by the
Company,  assisting in the managing and  operating of such  consummated  assets,
acquisitions  or ventures;  and (iv) the  provision of  consulting  and advisory
services  regarding real estate aspects of  operations,  regulatory  compliance,
management  reporting,  technology,   developments,   political  and  regulatory
analysis,  and  integration of systems to promote  expansion of operations;  (v)
advise the Company  with regard FHA,  VA,  GNMA,  HUD and other  regulatory  and
secondary mortgage market requirements and compliance  procedures,  credit lines
and mortgage portfolio  valuations.  Following the consummated  acquisition of a
target  company by the  Company,  at the  written  request of the  Company,  the
Consultant will participate,  subject to the direction of the Company's Board of
Directors,  in the  management  and daily  operations  of such  acquisition  for
compensation  to be  predicated  on the  size  and  scope  of  operations  to be
conducted by the Company to be acquired.

      In  consideration  for providing  such services and  consulting  functions
pursuant  to  the  Consulting  and  Acquisition   Management  Agreement  over  a
twelve-month  period,  the  Consultant  is to  receive  600,000  shares  of  the
Company's  restricted  Common Stock and Warrants to purchase  750,000  shares of
Common Stock of the Company.  In addition,  the Consultant  will receive certain
monthly  payments of $5,000 for a period of twelve months to cover its expenses.





                                        9


<PAGE>



The  Consultant  is wholly  owned by Mark  Kabbash,  who is the sole officer and
director of the Consultant.

      All of the Warrants were granted pursuant to the Consulting  Agreement and
are  not  being  issued  pursuant  to any  program  or plan  and  are not  being
administered by either the Board of Directors of the Company or any committee of
the Board of Directors  organized  for that purpose.  The specific  terms of the
Warrants are as follows:

      (a)  WARRANT PRICE.  The exercise price per share of the Company's Common
           Stock  issuable upon exercise of the Warrants was  established by the
           Board of Directors at $0.75 with respect to 350,000  warrants;  $1.00
           with respect to 250,000  warrants;  and $1.25 with respect to 150,000
           warrants.  The closing bid price of the Common Stock of NASDAQ at the
           date of the Agreement on May 17, 1996 was $0.66.

      (b)  TERM OF WARRANTS.  The Warrants expire on May 17, 1999.

      (c)  PAYMENT FOR SHARES.  The  purchase  price  for the  exercise  of the
           Warrants  is payable in cash and is to be paid in full upon  exercise
           of the Warrants.

      (d)  TRANSFERABILITY.  The Warrants are not transferrable by  the holder
           thereof except pursuant to the laws of descent and distribution.

      (e)  REDEMPTION.  There are no redemption rights afforded to  the Company
           in connection with the Warrants.

      (f)  ADJUSTMENTS.  The  number of  shares of  Common Stock of the Company
           purchasable  upon exercise of the Warrants and the exercise  price of
           the  Warrants  are  subject  to  adjustment  upon the  occurrence  of
           specified events primarily  involving stock dividends,  stock splits,
           reorganizations, reclassifications, consolidations and mergers. There
           will be no  adjustment  for the  payment  of  cash  dividends  by the
           Company on its Common  Stock.  The  Company is not  required to issue
           fractional  shares.  Warrants for fractional shares amounting to less
           than one share will be disregarded.

      The Selling Security Holder intends to sell all or a portion of the Shares
from time to time in the over-the-counter  market or in negotiated  transactions
at market prices prevailing at the time or at negotiated prices, and the Company
will not receive any of the proceeds from such sales.







                                       10


<PAGE>



Federal Income Tax Effects

      An option  holder  does not  recognize  taxable  income on the date of the
grant of the Option,  which is a non-statutory  option, but recognizes  ordinary
income generally at the date of exercise in the amount of the difference between
the Option  exercise  price and the fair market value of the Common Stock on the
date of  exercise.  However,  if the holder is subject  to the  restrictions  on
resale of common stock under Section 16 of the Securities  Exchange Act of 1934,
such person  generally  recognizes  ordinary  income at the end of the six-month
period  following the date of exercise in the amount of the  difference  between
the Option  exercise  price and the fair market value of the Common Stock at the
end of the six-month period. Nevertheless,  such holder may elect within 30 days
after  the date of  exercise  to  recognize  ordinary  income  as of the date of
exercise.  The amount of  ordinary  income  recognized  by the Option  holder is
deductible by the Company in the year that income is recognized.

      Common Stock issued to a consultant in connection  with the performance of
services  must be included in gross income of the  employee,  to the extent such
issuance is for less than fair market value, based on the difference between the
price actually paid and the fair market value of the shares in the first taxable
year in which the shares are issued and not  subject to a  "substantial  risk of
forfeiture".  A substantial risk of forfeiture  exists where rights and property
that have been  transferred are  conditioned,  directly or indirectly,  upon the
future  performance (or refraining from performance) of substantial  services by
any person,  or the  occurrence of any  condition  related to the purpose of the
transfer,  and the possibility of forfeiture is substantial if such condition is
not  satisfied.  Common Stock  received by a  participant  who is subject to the
short-swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 is considered subject to a substantial risk of forfeiture so long as the
sale of such  property at a profit could subject the  participant  to suit under
that action.  Nevertheless,  such holder may elect within 30 days after the date
of receipt to recognize  ordinary income as of the date of receipt.  Inasmuch as
the receipt of the shares was not subject to a substantial  risk of  forfeiture,
the  recipient  of the shares in lieu of salary  will be  required to include in
gross income the fair market value of the Shares at the time of receipt.

Restrictions Under Securities Laws

      The sale of the Shares must be made in  compliance  with federal and state
securities  laws.  Officers,  directors and 10% or greater  stockholders  of the
Company,  as well as certain  other  persons or parties  who may be deemed to be
"affiliates" of the Company under the Federal  Securities Laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration Statement, Rule 144 or any other applicable exemption. Officers,







                                       11


<PAGE>



directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934.


                        SALES BY SELLING SECURITY HOLDER

      The following  table sets forth the name of the Selling  Security  Holder,
the amount of shares of Common Stock held  directly or  indirectly,  the maximum
amount of shares of Common Stock to be offered by the Selling  Security  Holder,
the amount of Common Stock to be owned by the Selling  Security Holder following
sale of such shares of Common Stock and the percentage of shares of Common Stock
to be owned by the Selling Security Holder following completion of such offering
(based on 38,894,450  shares of Common Stock of the Company  outstanding at June
14, 1996).

                                                                  Percentage
                                                   Shares to be   to be Owned
Name of Selling      Number of      Shares to      Owned After       After
Security Holder     Shares Owned    be Offered       Offering      Offering
- ---------------     ------------    ----------       --------      --------

VistaQuest, Inc.     1,350,000*      1,350,000*         -0-           -0-

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

*  Includes  750,000  Shares of  Common  Stock  issuable  upon  exercise  of the
Warrants.


                            DESCRIPTION OF SECURITIES

      The Company is currently  authorized to issue up to 100,000,000  shares of
Common  Stock,  par value  $.00001 per share,  of which  38,894,450  shares were
outstanding as of June 14, 1996.  The Company is also  authorized to issue up to
10,000,000  shares of Preferred  Stock,  par value  $.00001 per share,  of which
1,576,001 shares were outstanding at June 14, 1996.

Common Stock

      Subject to the dividend rights of the holders of Preferred Stock,  holders
of shares of  Common  Stock are  entitled  to share,  on a ratable  basis,  such
dividends  as may be declared  by the Board of  Directors  out of funds  legally
available therefor. Upon liquidation,  dissolution or winding up of the Company,
after  payment  to  creditors  and  holders  of  Preferred  Stock  that  may  be
outstanding,  the assets of the Company  will be divided pro rata on a per share
basis among the holders of the Common Stock.

      Each  share of Common  Stock  entitles  the  holders  thereof to one vote.
Holders of Common Stock do not have  cumulative  voting  rights which means that



                                12


<PAGE>


the holders of more than 50% of the shares  voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event,  the
holders of the  remaining  shares will not be able to elect any  Directors.  The
ByLaws of the Company require that only a majority of the issued and outstanding
shares of Common Stock of the Company need be represented to constitute a quorum
and to transact  business at a  stockholders'  meeting.  The Common Stock has no
preemptive,  subscription  or  conversion  rights and is not  redeemable  by the
Company.

Preferred Stock

      The Company is authorized to issue  10,000,000  shares of Preferred Stock,
par value $.00001 per share. The Company has 1,578,001 shares of Preferred Stock
outstanding  at June 14,  1996,  including  73,000  shares of Series A Preferred
Stock,  150,000  shares of Series D  Preferred  Stock (to be  cancelled),  3,000
shares of Series F Preferred Stock,  500,000 shares of Series K Preferred Stock,
231,000 shares of Series M Preferred Stock,  66,500 shares of Series N Preferred
Stock,  35,000 shares of Series O Preferred  Stock,  267,501 shares of Preferred
Stock,  and 250,000 shares of Series Q Preferred  Stock. The Preferred Stock may
be issued by resolutions  of the Company's  Board of Directors from time to time
without any action of the stockholders. Such resolutions may authorize issuances
of such Preferred Stock in one or more series and may fix and determine dividend
and liquidation preferences,  voting rights,  conversion privileges,  redemption
terms and other privileges and rights of the shares of each authorized series.

Over-The-Counter Market

      The Company's Common Stock is traded on NASDAQ under the symbol "ISGI."

Transfer Agent

      The  Transfer  Agent  for the shares of Common Stock is  North  American
Transfer Co., 147 West Merrick Road, Freeport, New York 11520.


                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301. A
member of the firm owns 50,000 shares of Common Stock of the Company.  











                                       13


<PAGE>



                                     EXPERTS

      The  consolidated  financial  statements  included in the Company's Annual
Report on Form 10-KSB for the year ended September 30, 1995 and  incorporated by
reference  in this  Registration  Statement,  to the extent and for the  periods
indicated in their  reports,  have been  audited by Millward & Co.,  independent
public  accountants,  and are included  herein in reliance upon the authority of
said firms as experts in giving said reports.  Reference is made to such reports
which includes an explanatory  paragraph that discusses the Company's ability to
continue as a going concern.


                                 INDEMNIFICATION

      Section  145 of the  General  Corporation  Law of  Delaware,  under  which
jurisdiction  the Company is  incorporated,  empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or enterprise.  A corporation may indemnify against
expenses (including  attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person  indemnified  acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery  or the court in which such action was brought  shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.  Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been  successful in the defense of any action,  suit or  proceeding  referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

      The  Certificate of  Incorporation  and By-Laws of the Company require the
Company to indemnify its Directors and officers to the fullest extent  permitted
by the General Corporation Law of the State of Delaware.






                                       14


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference
- -------    ---------------------------------------

      The  documents  listed  in (a)  through  (e)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

           (a) The  Registrant's  latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange  Act, or, in the case of the  Registrant,  either
(1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended (the "Act"), that contains audited financial  statements for
the Registrant's latest fiscal year for which such statements have been filed or
(2) the Registrant's  effective  registration statement on Form 10 or 20-F filed
under  the  Exchange  Act  containing  audited  financial   statements  for  the
Registrant's latest fiscal year.

           (b)  The Company's Report on  Form  10-QSB  for the quarterly period
ended December 31, 1995;

           (c)  The Company's Report on  Form  10-QSB  for the quarterly period
ended March 31, 1996;

           (d) All other reports,  proxy statements and documents filed pursuant
to Sections  13(a),  14 or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Registrant's Annual Report on Form 10-KSB referred to in (a)
above.

           (e) The  description  of the  Common  Stock of the  Company  which is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

Item 4.    Description of Securities
- -------    -------------------------

      The class of securities to be offered  hereby is registered  under Section
12 of the  Securities  Exchange Act of 1934, as amended.  A  description  of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.



                                        i


<PAGE>



Item 5.    Interests of Named Experts and Counsel
- -------    --------------------------------------

      Not Applicable.

Item 6.    Indemnification of Directors and Officers
- -------    -----------------------------------------

      Section  145 of the  General  Corporation  Law of  Delaware,  under  which
jurisdiction  the Company is  incorporated,  empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or enterprise.  A corporation may indemnify against
expenses (including  attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person  indemnified  acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery  or the court in which such action was brought  shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.  Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been  successful in the defense of any action,  suit or  proceeding  referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

      The  Certificate of  Incorporation  and By-Laws of the Company require the
Company to indemnify its Directors and officers to the fullest extent  permitted
by the General Corporation Law of the State of Delaware.

      Insofar as  indemnification  for liabilities  arising under the Act 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





                                       ii


<PAGE>



such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer of  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.

Item 7.    Exemption from Registration Claimed
- -------    -----------------------------------

      Inasmuch as the  Consultant  who will receive the Shares of the Registrant
is  knowledgeable,  sophisticated  and had access to  comprehensive  information
relevant to the Registrant,  such transactions are undertaken in reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent to such grant, the Consultant may be required to express an investment
intent  and  consent to the  imprinting  of a  restrictive  legend on each stock
certificate to be received from the Registrant  subject to  registration  of the
resale of the Shares under the Act.

Item 8.    Exhibits
- -------    --------

Exhibit              Description
- -------              -----------

(4)(a)     Consulting and Acquisition Management Agreement with VistaQuest, Inc.

(5)        Opinion of Atlas, Pearlman, Trop & Borkson, P.A.  relating   to  the
           issuance of shares of Common Stock pursuant to the  above Consulting
           Agreement

(23.1)     Consent of Millward & Co.

(23.2)     Consent of  Atlas, Pearlman, Trop &  Borkson, P.A. included  in  the
           opinion filed as exhibit (5) hereto.

Item 9.    Undertakings
- -------    ------------

      (1)  The undersigned Registrant hereby undertakes:

           (a) To file,  during any period in which offerings 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;



                                       iii


<PAGE>



           (b) That,  for the purposes of  determining  any liability  under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

           (c)  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.

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

           (e) Insofar as indemnification  for liabilities arising under the Act
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.


















                                       iv


<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Boca  Raton and the State of  Florida,  on the
27th day of June, 1996.

                                        INTERNATIONAL STANDARDS GROUP,
                                        LIMITED


                                         By: /s/ Joseph L. Lents
                                            --------------------------
                                                   Joseph L. Lents
                                                 Chairman and
                                           Principal Executive Officer


      Pursuant to 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 dates indicated.


      Signature                Title                    Date


                          Chairman of the Board
                          President and Principal
/s/ Joseph L. Lents       Executive Officer           June 27, 1996
- --------------------
Joseph L. Lents

                          Vice President, Secretary
                          Treasurer and Principal
                          Financial and Accounting
/s/ Loretta A. Murphy     Officer                     June 27, 1996
- ---------------------     
Loretta A. Murphy


                          Senior Vice Presi-
/s/ Denning Loveridge     dent and Director           June 27, 1996
- ---------------------
C. Denning Loveridge



/s/ John Loveridge        Director                    June 27, 1996
- ----------------------
John Loveridge
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 49341}]
{"company-data": {"conformed-name": "INTERNATIONAL STANDARDS GROUP LIMITED", "cik": "0000846381", "assigned-sic": "6531", "irs-number": "752274730", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06947", "film-number": "96586782"}, "business-address": {"street1": "3200 N MILITARY TRAIL STE 210", "city": "BOCA RATON", "state": "FL", "zip": "33431", "phone": "4079975880"}, "mail-address": {"street1": "3200 N MILITARY TRAIL", "street2": "SUITE 210", "city": "BOCA RATON", "state": "FL", "zip": "33431"}, "former-company": {"former-conformed-name": "EXALTISTICS INC", "date-changed": "19910228"}}
As filed with the Securities and Exchange Commission on June 27, 1996

                                                          File No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                     INTERNATIONAL STANDARDS GROUP, LIMITED
               (Exact name of issuer as specified in its charter)

          Delaware                                           75-2274730
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                 Suite 300
         3200 North Military Trail
            Boca Raton, Florida                                33431
  (Address of principal executive offices)                   (Zip Code)

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

               CONSULTING AND ACQUISITION MANAGEMENT AGREEMENT
                            WITH VISTAQUEST, INC.
                           (Full title of the plan)

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

                          Joseph L. Lents, Chairman
                     3200 North Military Trail, Suite 300
                          Boca Raton, Florida 33431
                                (407) 997-5880
                   (Name and address of agent for service)
                
                                   Copy to:

                             James Schneider, Esq.
                     Atlas, Pearlman, Trop & Borkson, P.A.
                    200 East Las Olas Boulevard, Suite 1900
                        Fort Lauderdale, Florida 33301
                                (305) 763-1200

                                ----------------
CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate    Amount of
Title of securities   Amount to be     price per   offering   registration
 to be registered     registered(1)    share(1)    price(1)      fee (1)
================================================================================

Common Stock
($.00001 par
value)                600,000 shares    $ .97       $582,000     $200.69

Common Stock
underlying
Common Stock
Purchase
Warrants              750,000 shares    $ .93       $697,500     $240.52

Total                                             $1,279,500     $441.21
================================================================================

(1)   Pursuant to Rule 457(h),  the maximum  offering price was calculated based
      upon the average of the closing bid price of the Registrant's Common Stock
      in the  over-the-counter  market on June 24, 1996 as to 600,000  Shares of
      Common Stock and upon the average  exercise price of Common Stock Purchase
      Warrants to purchase 750,000 shares of Common Stock.

                                        2
INTERNATIONAL STANDARDS GROUP, LIMITED

         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

           Form S-8 Item Number
               and Caption                Caption in Prospectus
           --------------------           ---------------------
    
 1.   Forepart of Registration State-     Facing Page of Registration
      ment and Outside Front Cover        Statement and Cover Page of
      Page of Prospectus                  Prospectus

 2.   Inside Front and Outside Back       Inside Cover Page of Pro-
      Cover Pages of Prospectus           spectus and Outside Cover
                                          Page of Prospectus

 3.   Summary Information, Risk Fac-      Not Applicable
      tors and Ratio of Earnings to
      Fixed Charges

 4.   Use of Proceeds                     Not Applicable

 5.   Determination of Offering Price     Not Applicable

 6.   Dilution                            Not Applicable

 7.   Selling Security Holders            Sales by Selling Security
                                          Holder

 8.   Plan of Distribution                Cover Page of Prospectus
                                          and Sales by Selling
                                          Security Holder

 9.   Description of Securities to be     Consulting and Acquisition
      Registered                          Management Agreement with
                                          VistaQuest, Inc.

10.   Interests of Named Experts and      Not Applicable
      Counsel

11.   Material Changes                    Not Applicable

12.   Incorporation of Certain Infor-     Incorporation of Certain
      mation by Reference                 Documents by Reference

13.   Disclosure of Commission Posi-      Indemnification of Direc-
      tion on Indemnification for         tors and Officers; Under-
      Securities Act Liabilities          takings

                                 3
PROSPECTUS
                     INTERNATIONAL STANDARDS GROUP, LIMITED

                        1,350,000 Shares of Common Stock

                               ($.00001 par value)

                        Issued pursuant to the Company's
                 Consulting and Acquisition Management Agreement
                              with VistaQuest, Inc.

      This Prospectus is part of a Registration  Statement which registers up to
an aggregate of 600,000  shares of Common Stock,  $.00001 par value (such shares
being referred to in the aggregate as the "Shares"), including 750,000 Shares of
Common Stock issuable upon the exercise of Common Stock  Purchase  Warrants (the
"Warrants"), of International Standards Group, Limited (the "Company") which are
being issued,  as set forth  herein,  to  VistaQuest,  Inc., a consultant to the
Company (the "Consultant")  pursuant to a Consulting and Acquisition  Management
Agreement dated May 17, 1996,  (the  "Consulting  Agreement")  providing for the
issuance of the Shares and Warrants. The Consultant,  as selling stockholder may
sometimes  hereafter be referred to as the "Selling Security Holder." The Shares
are being issued to the Consultant  pursuant to the Consulting  Agreement  which
has been  consummated  in order to assist  the  Company in the  negotiation  and
consummation  of the  acquisition of the Leader  Mortgage  Company,  acquisition
and/or divestiture of other real estate companies or real estate interests,  and
the  management of such companies and assets.  The  Consulting  Agreement is not
being  undertaken  in connection  with any present or proposed  financing by the
Company as the Company is not  contemplating  any financing for the  foreseeable
future.  The Company has been advised by the Selling Security Holder that it may
sell all or a portion  of the Shares  from time to time in the  over-the-counter
market,  in negotiated  transactions,  directly or through brokers or otherwise,
and that the Shares will be sold at market prices prevailing at the time of such
sales or at  negotiated  prices,  and the Company  will not receive any proceeds
from such sales.

      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  issuable  under the terms of the  Agreement  shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
                
                                ----------------

      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 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 date of this Prospectus is June 27, 1996.

                                        4
AVAILABLE INFORMATION

      The Company is subject to the informational 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 with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's  Common Stock  including  750,000  shares of Common  Stock  underlying
Warrants is traded through NASDAQ under the symbol "ISGI."

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act"),  with respect to an aggregate of 1,350,000  shares of the Company's
Common Stock, including 750,000 shares of Common Stock underlying Warranty to be
issued  to  a  consultant  of  the  Company  pursuant  to a  written  consulting
agreement.  This Prospectus,  which is Part I of the Registration Statement, may
omit certain information  contained in the Registration  Statement.  For further
information  with  respect to the  Company  and the  shares of the Common  Stock
offered by this  Prospectus,  reference is made to the  Registration  Statement,
including the exhibits thereto. Statements in this Prospectus as to any document
are not necessarily  complete,  and where any such document is an exhibit to the
Registration  Statement  or is  incorporated  by  reference  herein,  each  such
statement  is qualified  in all  respects by the  provisions  of such exhibit or
other  document,  to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement,  with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon  payment  of the  fees  prescribed  by the  rules  and  regulations  of the
Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

      1.   The Company's  Annual  Report  on  Form  10-KSB for the year ended
September 30, 1995;

      2.   The Company's Report on Form 10-QSB for the quarterly period ended
December 31, 1995;

                                        5
3.   The Company's Report on Form 10-QSB for the quarterly period ended
March 31, 1996.

      4. All other reports,  proxy statements and documents filed by the Company
pursuant to Section 13, 14 or 15(d) of the Exchange Act subsequent to the end of
the fiscal year covered by the Company's  Annual Report on Form 10-KSB  referred
to in item 1 above,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein and to be a part hereof from the respective  date of filing of
such documents.  Any statement  incorporated by reference herein 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 or is  deemed  to be  incorporated  by  reference  herein,  modifies  or
supersedes such  statement.  Any statement  modified or superseded  shall not be
deemed,  except  as so  modified  or  superseded,  to  constitute  part  of this
Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests   for  such  copies   should  be  directed  to   Corporate   Secretary,
International  Standards Group,  Limited,  3200 North Military Trail, Suite 300,
Boca Raton, Florida 33431, telephone (407) 997-5880.

                                        6
THE COMPANY

General Background

      International  Standards  Group,  Limited  (the  "Company"),  through  its
wholly-owned subsidiary, Financial Standards Group, Inc. ("FSGI"), was organized
to  assist  credit  unions  and  their  supervisory   committees  in  performing
comprehensive or internal regulatory  compliance audits in satisfaction of their
statutory requirements and to provide related internal auditing,  accounting and
managerial advisory services to credit unions.  Credit unions are required under
the  Federal  Credit  Union  Act and  various  state  statutes  to  undertake  a
comprehensive  internal  annual  audit and  submit a report of that audit to its
Board of Directors and a summary of the report to its  membership at the ensuing
annual meeting of the credit union membership. There is no statutory requirement
that the  annual  audit be a  certified  audit,  which  must be  performed  by a
Certified  Public  Accountant in accordance  with  generally  accepted  auditing
standards as published by the American Institute of Certified Public Accountants
and which results in the issuance of financial  statements and the expression of
an opinion regarding such financial statements.  A comprehensive internal audit,
which does not  involve  expression  of an opinion or result in the  issuance of
financial  statements,  need not be  performed  by a CPA and  ordinarily  can be
accomplished  in  significantly  less time and for less  cost  than a  certified
audit,  thereby making it feasible and cost effective to the many smaller credit
unions in existence.

      On April 21, 1994, the Company consummated an Agreement and Plan of Merger
with  Membership  Realty  Ltd.,  Inc.  ("MRL")  for  the  merger  of MRL and its
wholly-owned  subsidiary,  Independence  Mortgage Corp. of South Florida,  Inc.,
into  a  new  wholly-owned  subsidiary  organized  by  the  Company.  MRL  is  a
full-service commercial and residential real estate brokerage company which also
provides mortgage origination and title services.

      The Company's real estate subsidiaries have experienced significant growth
during the 1995 fiscal year.  MRL currently has six offices open,  five of which
are in  Broward  county  and one in Palm  Beach  County.  They  currently  serve
approximately  150 real estate  associates who generate in excess of $16 million
in sales  volume on a monthly  basis.  The  Company  expects to open  additional
offices  during  the next 12  months.  The  targeted  expansion  areas are Dade,
western Broward and Palm Beach Counties.  In November 1995, Real Estate Services
Network Holding Corp. (formerly  Membership Realty Holding Corp).  completed the
stock purchase of U.S.  Mortgage Network  Services Corp.  ("U.S.  Mortgage"),  a
Largo Florida  mortgage  banking  operation and  additional  offices in Atlanta,
Georgia,  On March 14, 1996,  the Company and the  principals  of U.S.  Mortgage
entered into an agreement rescinding this transaction, and U.S. Mortgage will
operate independently.

                                        7
On  December  21,  1995  the  Company  and  Global  Re.,  Ltd.  ("Global")
consummated  the Stock Purchase and Exchange  Agreement  dated as of October 20,
1995, subject to certain due diligence  procedures  currently being completed on
behalf of the Company and  pursuant  to which the  Company  acquired  all of the
capital  stock of American  Indemnity  Company  Limited  ("AIC") in exchange for
233,333 shares of the Company's  newly  designated  Series G Voting  Convertible
Preferred  Stock (the  "Series G  Preferred  Stock")  which was  converted  into
35,000,000  shares  of ISG  Common  Stock and  options  to  purchase  a total of
10,000,000 shares of Common Stock of the Company.  AIC, a corporation  organized
under the laws of St.  Christopher  and Nevis,  British  West  Indies,  became a
wholly-owned  subsidiary of the Company.  On June 12, 1996, ISG sold AIC back to
Global Re: Ltd.,  the  original  owner of the  company.  ISG received  back from
Global the  35,000,000  shares of ISG  Common  Stock  plus  options to  purchase
10,000,000  shares of ISG's Common Stock,  The Company will receive a percentage
of AIC's net income, if any, over the next 4 years.

     On May 28,  1996,  the  Company  entered  into  an  Agreement  and  Plan of
Reorganization  for the acquisition of all of the  outstanding  capital stock of
Total National  Telecommunications,  Inc. (d/b/a Total World Telecom) ("Total").
Under the terms of the stock exchange, the shareholders of Total received shares
of a newly created series of preferred stock of the Company which is convertible
into shares of Common  Stock of the  Company,  the amount of which is based upon
fulfillment of certain  pre-determined  financial  criteria and the price of the
Company's  stock at the time of conversion.  The Series M and Series N Preferred
Stock established  pursuant to the exchange will carry a cumulative  dividend of
2.7% of the stated  value of the  preferred  stock  which the  Company  would be
required to pay until such time as the Company's Registration Statement relating
to resale of  certain  of the shares of Common  Stock  underlying  the Series of
preferred stock are registered under the Securities Act of 1933. Pursuant to the
Agreement and Plan of  Reorganization,  the Company advanced  $5,000,000 for the
working capital needs of Total.

     Total, which was organized in October 1991, is based in Houston, Texas. The
Company  is  a  Tier  II  switch-based   interexchange  carrier  which  utilizes
state-of-the-art  digital and fiber optic  facilities,  including  five  Siemens
Stromberg-Carlson  DCO  tandem  switches  located  in New  York,  Chicago,  Lost
Angeles,  Atlanta and  Houston.  In addition,  TWT has  deployed  SS7  signaling
throughout  its  network  in order to  assure  prompt,  clear  connections  at a
competitive  price. The Company's  Operations Command Center is also in Houston.
The Company through  long-term  contracts  provides  origination and termination
long distance  services to Tier III and Tier IV, switchless  resellers.  Total's
management team consisting of Donald Booth, Steve Reemts and Larry Ashworth will
remain with Total and will occupy senior principal positions with the Company.

                                        8
CONSULTING AND ACQUISITION MANAGEMENT AGREEMENT
                              WITH VISTAQUEST, INC.

General

      On May 17, 1996,  the Company  entered into a Consulting  and  Acquisition
Management Agreement with VistaQuest,  Inc. pursuant to which the Company agreed
to issue to the  Consultant  600,000  shares of Common  Stock of the Company and
Warrants  to  purchase  750,000  Shares of  Common  Stock in  consideration  for
consulting   services  to  be  provided  to  the  Company  over  an  anticipated
twelve-month  period commencing as of the date of the Consulting  Agreement.  In
addition, the Company will reimburse Consulting for its reasonable out-of-pocket
expenses  from time to time upon  submission  of  itemized  vouchers  in support
thereof.

     Initial services relative to the performance under the Consulting Agreement
already  commenced.  Under the terms of that  agreement,  the  Consultant  is to
provide  the  following  services  to the  Company (i) assist the Company in the
negotiation  and  consummation  of a joint venture and/or  acquisition  with The
Leader Mortgage Company including the undertaking of due diligence  examinations
with  respect  thereto;  (ii)  the  identification,   evaluation,   structuring,
negotiating and closing of businesses, acquisitions and divestitures, whether in
the form of asset purchases,  stock purchases,  mergers,  consolidations,  joint
ventures, strategic alliances or otherwise relating to real estate and including
due  diligence  examinations  in relation  thereto;  (iii) if  requested  by the
Company,  assisting in the managing and  operating of such  consummated  assets,
acquisitions  or ventures;  and (iv) the  provision of  consulting  and advisory
services  regarding real estate aspects of  operations,  regulatory  compliance,
management  reporting,  technology,   developments,   political  and  regulatory
analysis,  and  integration of systems to promote  expansion of operations;  (v)
advise the Company  with regard FHA,  VA,  GNMA,  HUD and other  regulatory  and
secondary mortgage market requirements and compliance  procedures,  credit lines
and mortgage portfolio  valuations.  Following the consummated  acquisition of a
target  company by the  Company,  at the  written  request of the  Company,  the
Consultant will participate,  subject to the direction of the Company's Board of
Directors,  in the  management  and daily  operations  of such  acquisition  for
compensation  to be  predicated  on the  size  and  scope  of  operations  to be
conducted by the Company to be acquired.

      In  consideration  for providing  such services and  consulting  functions
pursuant  to  the  Consulting  and  Acquisition   Management  Agreement  over  a
twelve-month  period,  the  Consultant  is to  receive  600,000  shares  of  the
Company's  restricted  Common Stock and Warrants to purchase  750,000  shares of
Common Stock of the Company.  In addition,  the Consultant  will receive certain
monthly  payments of $5,000 for a period of twelve months to cover its expenses.

                                        9
The  Consultant  is wholly  owned by Mark  Kabbash,  who is the sole officer and
director of the Consultant.

      All of the Warrants were granted pursuant to the Consulting  Agreement and
are  not  being  issued  pursuant  to any  program  or plan  and  are not  being
administered by either the Board of Directors of the Company or any committee of
the Board of Directors  organized  for that purpose.  The specific  terms of the
Warrants are as follows:

      (a)  WARRANT PRICE.  The exercise price per share of the Company's Common
           Stock  issuable upon exercise of the Warrants was  established by the
           Board of Directors at $0.75 with respect to 350,000  warrants;  $1.00
           with respect to 250,000  warrants;  and $1.25 with respect to 150,000
           warrants.  The closing bid price of the Common Stock of NASDAQ at the
           date of the Agreement on May 17, 1996 was $0.66.

      (b)  TERM OF WARRANTS.  The Warrants expire on May 17, 1999.

      (c)  PAYMENT FOR SHARES.  The  purchase  price  for the  exercise  of the
           Warrants  is payable in cash and is to be paid in full upon  exercise
           of the Warrants.

      (d)  TRANSFERABILITY.  The Warrants are not transferrable by  the holder
           thereof except pursuant to the laws of descent and distribution.

      (e)  REDEMPTION.  There are no redemption rights afforded to  the Company
           in connection with the Warrants.

      (f)  ADJUSTMENTS.  The  number of  shares of  Common Stock of the Company
           purchasable  upon exercise of the Warrants and the exercise  price of
           the  Warrants  are  subject  to  adjustment  upon the  occurrence  of
           specified events primarily  involving stock dividends,  stock splits,
           reorganizations, reclassifications, consolidations and mergers. There
           will be no  adjustment  for the  payment  of  cash  dividends  by the
           Company on its Common  Stock.  The  Company is not  required to issue
           fractional  shares.  Warrants for fractional shares amounting to less
           than one share will be disregarded.

      The Selling Security Holder intends to sell all or a portion of the Shares
from time to time in the over-the-counter  market or in negotiated  transactions
at market prices prevailing at the time or at negotiated prices, and the Company
will not receive any of the proceeds from such sales.

                                       10
Federal Income Tax Effects

      An option  holder  does not  recognize  taxable  income on the date of the
grant of the Option,  which is a non-statutory  option, but recognizes  ordinary
income generally at the date of exercise in the amount of the difference between
the Option  exercise  price and the fair market value of the Common Stock on the
date of  exercise.  However,  if the holder is subject  to the  restrictions  on
resale of common stock under Section 16 of the Securities  Exchange Act of 1934,
such person  generally  recognizes  ordinary  income at the end of the six-month
period  following the date of exercise in the amount of the  difference  between
the Option  exercise  price and the fair market value of the Common Stock at the
end of the six-month period. Nevertheless,  such holder may elect within 30 days
after  the date of  exercise  to  recognize  ordinary  income  as of the date of
exercise.  The amount of  ordinary  income  recognized  by the Option  holder is
deductible by the Company in the year that income is recognized.

      Common Stock issued to a consultant in connection  with the performance of
services  must be included in gross income of the  employee,  to the extent such
issuance is for less than fair market value, based on the difference between the
price actually paid and the fair market value of the shares in the first taxable
year in which the shares are issued and not  subject to a  "substantial  risk of
forfeiture".  A substantial risk of forfeiture  exists where rights and property
that have been  transferred are  conditioned,  directly or indirectly,  upon the
future  performance (or refraining from performance) of substantial  services by
any person,  or the  occurrence of any  condition  related to the purpose of the
transfer,  and the possibility of forfeiture is substantial if such condition is
not  satisfied.  Common Stock  received by a  participant  who is subject to the
short-swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 is considered subject to a substantial risk of forfeiture so long as the
sale of such  property at a profit could subject the  participant  to suit under
that action.  Nevertheless,  such holder may elect within 30 days after the date
of receipt to recognize  ordinary income as of the date of receipt.  Inasmuch as
the receipt of the shares was not subject to a substantial  risk of  forfeiture,
the  recipient  of the shares in lieu of salary  will be  required to include in
gross income the fair market value of the Shares at the time of receipt.

Restrictions Under Securities Laws

      The sale of the Shares must be made in  compliance  with federal and state
securities  laws.  Officers,  directors and 10% or greater  stockholders  of the
Company,  as well as certain  other  persons or parties  who may be deemed to be
"affiliates" of the Company under the Federal  Securities Laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration Statement, Rule 144 or any other applicable exemption. Officers,

                                       11
directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITY HOLDER

      The following  table sets forth the name of the Selling  Security  Holder,
the amount of shares of Common Stock held  directly or  indirectly,  the maximum
amount of shares of Common Stock to be offered by the Selling  Security  Holder,
the amount of Common Stock to be owned by the Selling  Security Holder following
sale of such shares of Common Stock and the percentage of shares of Common Stock
to be owned by the Selling Security Holder following completion of such offering
(based on 38,894,450  shares of Common Stock of the Company  outstanding at June
14, 1996).

                                                                  Percentage
                                                   Shares to be   to be Owned
Name of Selling      Number of      Shares to      Owned After       After
Security Holder     Shares Owned    be Offered       Offering      Offering
- ---------------     ------------    ----------       --------      --------

VistaQuest, Inc.     1,350,000*      1,350,000*         -0-           -0-

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

*  Includes  750,000  Shares of  Common  Stock  issuable  upon  exercise  of the
Warrants.

                            DESCRIPTION OF SECURITIES

      The Company is currently  authorized to issue up to 100,000,000  shares of
Common  Stock,  par value  $.00001 per share,  of which  38,894,450  shares were
outstanding as of June 14, 1996.  The Company is also  authorized to issue up to
10,000,000  shares of Preferred  Stock,  par value  $.00001 per share,  of which
1,576,001 shares were outstanding at June 14, 1996.

Common Stock

      Subject to the dividend rights of the holders of Preferred Stock,  holders
of shares of  Common  Stock are  entitled  to share,  on a ratable  basis,  such
dividends  as may be declared  by the Board of  Directors  out of funds  legally
available therefor. Upon liquidation,  dissolution or winding up of the Company,
after  payment  to  creditors  and  holders  of  Preferred  Stock  that  may  be
outstanding,  the assets of the Company  will be divided pro rata on a per share
basis among the holders of the Common Stock.

      Each  share of Common  Stock  entitles  the  holders  thereof to one vote.
Holders of Common Stock do not have  cumulative  voting  rights which means that

                                12
the holders of more than 50% of the shares  voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event,  the
holders of the  remaining  shares will not be able to elect any  Directors.  The
ByLaws of the Company require that only a majority of the issued and outstanding
shares of Common Stock of the Company need be represented to constitute a quorum
and to transact  business at a  stockholders'  meeting.  The Common Stock has no
preemptive,  subscription  or  conversion  rights and is not  redeemable  by the
Company.

Preferred Stock

      The Company is authorized to issue  10,000,000  shares of Preferred Stock,
par value $.00001 per share. The Company has 1,578,001 shares of Preferred Stock
outstanding  at June 14,  1996,  including  73,000  shares of Series A Preferred
Stock,  150,000  shares of Series D  Preferred  Stock (to be  cancelled),  3,000
shares of Series F Preferred Stock,  500,000 shares of Series K Preferred Stock,
231,000 shares of Series M Preferred Stock,  66,500 shares of Series N Preferred
Stock,  35,000 shares of Series O Preferred  Stock,  267,501 shares of Preferred
Stock,  and 250,000 shares of Series Q Preferred  Stock. The Preferred Stock may
be issued by resolutions  of the Company's  Board of Directors from time to time
without any action of the stockholders. Such resolutions may authorize issuances
of such Preferred Stock in one or more series and may fix and determine dividend
and liquidation preferences,  voting rights,  conversion privileges,  redemption
terms and other privileges and rights of the shares of each authorized series.

Over-The-Counter Market

      The Company's Common Stock is traded on NASDAQ under the symbol "ISGI."

Transfer Agent

      The  Transfer  Agent  for the shares of Common Stock is  North  American
Transfer Co., 147 West Merrick Road, Freeport, New York 11520.

                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301. A
member of the firm owns 50,000 shares of Common Stock of the Company.  

                                       13
EXPERTS

      The  consolidated  financial  statements  included in the Company's Annual
Report on Form 10-KSB for the year ended September 30, 1995 and  incorporated by
reference  in this  Registration  Statement,  to the extent and for the  periods
indicated in their  reports,  have been  audited by Millward & Co.,  independent
public  accountants,  and are included  herein in reliance upon the authority of
said firms as experts in giving said reports.  Reference is made to such reports
which includes an explanatory  paragraph that discusses the Company's ability to
continue as a going concern.

                                 INDEMNIFICATION

      Section  145 of the  General  Corporation  Law of  Delaware,  under  which
jurisdiction  the Company is  incorporated,  empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or enterprise.  A corporation may indemnify against
expenses (including  attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person  indemnified  acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery  or the court in which such action was brought  shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.  Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been  successful in the defense of any action,  suit or  proceeding  referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

      The  Certificate of  Incorporation  and By-Laws of the Company require the
Company to indemnify its Directors and officers to the fullest extent  permitted
by the General Corporation Law of the State of Delaware.

                                       14
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference
- -------    ---------------------------------------

      The  documents  listed  in (a)  through  (e)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

           (a) The  Registrant's  latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange  Act, or, in the case of the  Registrant,  either
(1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended (the "Act"), that contains audited financial  statements for
the Registrant's latest fiscal year for which such statements have been filed or
(2) the Registrant's  effective  registration statement on Form 10 or 20-F filed
under  the  Exchange  Act  containing  audited  financial   statements  for  the
Registrant's latest fiscal year.

           (b)  The Company's Report on  Form  10-QSB  for the quarterly period
ended December 31, 1995;

           (c)  The Company's Report on  Form  10-QSB  for the quarterly period
ended March 31, 1996;

           (d) All other reports,  proxy statements and documents filed pursuant
to Sections  13(a),  14 or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Registrant's Annual Report on Form 10-KSB referred to in (a)
above.

           (e) The  description  of the  Common  Stock of the  Company  which is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

Item 4.    Description of Securities
- -------    -------------------------

      The class of securities to be offered  hereby is registered  under Section
12 of the  Securities  Exchange Act of 1934, as amended.  A  description  of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.

                                        i
Item 5.    Interests of Named Experts and Counsel
- -------    --------------------------------------

      Not Applicable.

Item 6.    Indemnification of Directors and Officers
- -------    -----------------------------------------

      Section  145 of the  General  Corporation  Law of  Delaware,  under  which
jurisdiction  the Company is  incorporated,  empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or enterprise.  A corporation may indemnify against
expenses (including  attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person  indemnified  acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery  or the court in which such action was brought  shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.  Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been  successful in the defense of any action,  suit or  proceeding  referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

      The  Certificate of  Incorporation  and By-Laws of the Company require the
Company to indemnify its Directors and officers to the fullest extent  permitted
by the General Corporation Law of the State of Delaware.

      Insofar as  indemnification  for liabilities  arising under the Act 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

                                       ii
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer of  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.

Item 7.    Exemption from Registration Claimed
- -------    -----------------------------------

      Inasmuch as the  Consultant  who will receive the Shares of the Registrant
is  knowledgeable,  sophisticated  and had access to  comprehensive  information
relevant to the Registrant,  such transactions are undertaken in reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent to such grant, the Consultant may be required to express an investment
intent  and  consent to the  imprinting  of a  restrictive  legend on each stock
certificate to be received from the Registrant  subject to  registration  of the
resale of the Shares under the Act.

Item 8.    Exhibits
- -------    --------

Exhibit              Description
- -------              -----------

(4)(a)     Consulting and Acquisition Management Agreement with VistaQuest, Inc.

(5)        Opinion of Atlas, Pearlman, Trop & Borkson, P.A.  relating   to  the
           issuance of shares of Common Stock pursuant to the  above Consulting
           Agreement

(23.1)     Consent of Millward & Co.

(23.2)     Consent of  Atlas, Pearlman, Trop &  Borkson, P.A. included  in  the
           opinion filed as exhibit (5) hereto.

Item 9.    Undertakings
- -------    ------------

      (1)  The undersigned Registrant hereby undertakes:

           (a) To file,  during any period in which offerings 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;

                                       iii
(b) That,  for the purposes of  determining  any liability  under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

           (c)  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.

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

           (e) Insofar as indemnification  for liabilities arising under the Act
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.

                                       iv
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Boca  Raton and the State of  Florida,  on the
27th day of June, 1996.

                                        INTERNATIONAL STANDARDS GROUP,
                                        LIMITED

                                         By: /s/ Joseph L. Lents
                                            --------------------------
                                                   Joseph L. Lents
                                                 Chairman and
                                           Principal Executive Officer

      Pursuant to 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 dates indicated.

      Signature                Title                    Date

                          Chairman of the Board
                          President and Principal
/s/ Joseph L. Lents       Executive Officer           June 27, 1996
- --------------------
Joseph L. Lents

                          Vice President, Secretary
                          Treasurer and Principal
                          Financial and Accounting
/s/ Loretta A. Murphy     Officer                     June 27, 1996
- ---------------------     
Loretta A. Murphy

                          Senior Vice Presi-
/s/ Denning Loveridge     dent and Director           June 27, 1996
- ---------------------
C. Denning Loveridge

/s/ John Loveridge        Director                    June 27, 1996
- ----------------------
John Loveridge