As filed with the Securities and Exchange Commission on August 11, 1997.

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

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

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

                             PRENTICE CAPITAL, INC.
               (Exact name of issuer as specified in its charter)

               Delaware                                        84-1139554
     (State or other jurisdiction                           (I.R.S. Employer
   of incorporation or organization)                       Identification No.)
 
         2898 University Drive
                Suite 43
        Coral Springs, Florida                                   33065
 (Address of principal executive offices)                     (Zip Code)
                               __________________

                         MANAGEMENT CONSULTING AGREEMENT
                           WITH CORP-LINK CORPORATION
                      CONSULTING AND ACQUISITION MANAGEMENT
                      AGREEMENT WITH HONG KONG TRADING LTD.
                            (Full title of the plan)
                               __________________

                                  Lee J. Unger
                                    President
                              2898 University Drive
                                    Suite 43
                          Coral Springs, Florida 33065
                          Telephone No.: (954) 340-5916
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 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       share(1)    price         fee (1)
================================================================================

Common Stock            800,000        $0.75       $600,000      $181.82
($.03 par value)         shares

Common Stock            670,000(2)     $0.25       $167,500      $ 50.76
($.03 par value)         shares                       
                                                                 ------- 
   TOTAL                                                         $232.58
                                                                 =======
================================================================================

(1)   Pursuant to Rule  457(h),  the  maximum  offering  price  with,  regard to
      800,000  shares  was  calculated   based  upon the  average of the bid and
      asked prices of the Common Stock of the Company on the OTC Bulletin  Board
      on August 7, 1997.

(2)   Represents  shares  of  Common  Stock  underlying  Common  Stock  Purchase
      Options.   Pursuant  to  Rule  457(h)   the  maximum  offering  price  was
      calculated  based on the  exercise  price  of such  Options  as  described
      herein.


























                                        2


<PAGE>



                            PRENTICE CAPITAL, INC.

        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           Description of Securities;
      Registered                                Consulting Agreements

10.   Interests of Named Experts and            Legal Matters
      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
                             PRENTICE CAPITAL, INC.

                        1,470,000 Shares of Common Stock

                             Issued Pursuant to the
                    Company's Management Consulting Agreement
                         with Corp-Link Corporation and
                      Consulting and Acquisition Management
                      Agreement with Hong Kong Trading Ltd.

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 1,470,000 shares of Common Stock, $.03 par value (such shares being
referred  to as the  "Shares"),  of  Prentice  Capital  Corporation,  a Delaware
corporation  (the  "Company"  or  "Prentice")  which have been  issued or may be
issued, as set forth herein, to (i) Corp-Link Corporation, a Florida corporation
("Corp-Link")  pursuant to a written Management Consulting Agreement dated March
10, 1997 (the "Corp-Link Consulting  Agreement"),  providing for the issuance of
500,000 Shares and Common Stock Purchase  Options (the "Options") to purchase up
to 670,000  Shares,  as set forth  herein,  and (ii) Hong Kong  Trading  Ltd., a
British West Indies corporation ("Hong Kong"),  pursuant to a written Consulting
and  Acquisition  Management  Agreement  dated  August 1, 1997 (the  "Hong  Kong
Consulting Agreement"),  providing for the issuance of 300,000 Shares. Corp-Link
and  Hong  Kong may  sometimes  hereafter  be  collectively  referred  to as the
"Consultants,"  and  the  Corp-Link  Consulting  Agreement  and  the  Hong  Kong
Consulting   Agreement  may  sometimes  be  collectively   referred  to  as  the
"Consulting  Agreements." In addition,  the  Consultants in their  capacities as
selling shareholders may sometimes hereafter be collectively  referred to as the
"Selling  Security  Holders."  All  of  the  Shares  are  being  issued  to  the
Consultants  pursuant  to written  consulting  agreements.  The Company has been
advised by the Selling  Security  Holders that they may sell all or a portion of
their Shares from time to time in the  over-the-counter  market,  in  negotiated
transactions,  directly or through  brokers or  otherwise,  and that such 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 Consulting Agreements
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 August __, 1997.


                                        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
Commission  also  maintains  a  Web  site  that  contains  reports,   proxy  and
information  statements and other  information  regarding  registrants that file
electronically with the Commission at  http://www.sec.gov.  The Company's Common
Stock is traded on the OTC Bulletin Board under the symbol "PCAP."

      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 the resale of up to an aggregate of up to 1,470,000
shares of the Company's  Common Stock, to be issued to the Consultants  pursuant
to written  Consulting  Agreements with the Company.  This Prospectus,  which is
Part I of the Registration Statement, omits 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 Form 10-SB Registration Statement.

      2.    The  Company's  Annual  Report  on Form  10-KSB  for the year  ended
December 31, 1996.





                                        5


<PAGE>




      3.    The Company's  Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997.

      4.    All reports and documents  filed by the Company  pursuant to Section
13, 14 or 15(d) of the  Exchange  Act,  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,  Prentice
Capital, Inc., 2898 University Drive, Suite 43, Coral Springs, Florida 33065.



























                                        6


<PAGE>



                                   THE COMPANY


      Prentice  Capital,  Inc. was  incorporated  under the laws of the State of
Florida on March 26, 1990 to obtain  funding in order to  establish a vehicle to
take advantage of business opportunities.

      On March 17, 1997, the Company and Chartwell International, Inc., a Nevada
corporation,  entered into a Purchase and Sale  Agreement  pursuant to which the
Company purchased  certain gypsum mining property located in Washington  County,
Utah,  generally  known as Riverview  Placer Claims and New Riverview  Claims in
exchange for $4,000,000 in cash, cash  equivalents and restricted  shares of the
Company's Common Stock.

      On March 10, 1997, the Company and Lee J. Unger ("Unger")  entered into an
agreement (the "Unger  Agreement")  pursuant to which the Company agrees to sell
to Unger 5,000,000 shares of its restricted  Common Stock at a price of $.05 per
share,  which  purchase  will be effected by delivery to Unger of an  assignable
Promissory  Note  bearing  interest at 6% per annum and due and payable one year
from the date of the Promissory Note.

      Pursuant to the Unger  Agreement,  the Company has caused the  election of
Unger as President  and director of the Company and has received  simultaneously
with the Unger  Agreement,  the  resignations of Alan S. Lipstein and Dr. Gerard
Norton as  officers  and  directors  of the  Company  leaving  Unger as the sole
officer and director of the Company.

      On June 3, 1997,  the  Company  entered  into a Stock  Purchase  Agreement
("Agreement")   with   U.S.A.   Diagnostics,   Inc.,   a   Florida   corporation
("Diagnostics"),  and its sole shareholder,  Nate Hollander, for the acquisition
of 100% of the capital  stock of  Diagnostics  and the assets of MRI  Management
Services,  Inc.  ("MMS") and  Bentley  Designers  and  Builders,  Inc.  ("BDB"),
consisting of two Magnetic Resonance Imaging ("MRI") units. Mr. Hollander is the
sole  shareholder of MMS and BDB, each of which owns one mobile MRI unit with an
estimated  value of $500,000  each.  Diagnostics  is in the business of magnetic
resonance imaging and neurological nerve conduction testing in the South Florida
area.

      The  aggregate  purchase  price of  Diagnostics  and the two MRI  units is
$5,500,000 payable  $4,000,000 in cash at the closing,  and shares of restricted
Common  Stock of the Company  having a value of  $1,500,000,  determined  by the
average closing bid price over the five trading day period preceding the date of
the  Agreement.  Within 45 days of  signing  the  Agreement,  the  Company is to
deposit $1,750,000 into an escrow account,  and within 75 days the Company is to
use its best efforts to obtain a firm commitment underwriting,  represented by a
letter of intent satisfactory to Mr. Hollander,  and to raise net proceeds of no






                                      7


<PAGE>


less  than  $2,500,000  to be used as part of the  cash  required  for  closing.
According to the  Agreement,  the Company is to have an  effective  registration
statement  and closing of the firm  commitment  underwriting  within 175 days of
this Agreement. Should the Company fail to secure a firm commitment underwriting
within 45 days or have a firm  commitment  underwriting  within 75 days, or such
longer period as the parties may mutually agree, then the escrowed funds will be
returned  to  the  Company  and  the  Agreement  will   terminate.   The  shares
representing  the $1,500,000 are to be paid 10% at the closing and the remaining
90% on February 2, 1998.  However,  in the event closing does not occur prior to
February  2, 1998,  then the entire  100% of the shares will be paid at closing.
There can be no assurances that the Agreement will be consummated.

                              CONSULTING AGREEMENTS

MANAGEMENT CONSULTING AGREEMENT WITH CORP-LINK

      On March  10,  1997  the  Company  entered  into a  Management  Consulting
Agreement  with  Corp-Link  Corporation  pursuant to which the Company agreed to
issue to Corp-Link  Corporation  an aggregate of 500,000  shares of Common Stock
and Options to purchase up to 670,000  Shares of Common  Stock of the Company in
consideration  for  consulting  services to be  provided to the Company  over an
anticipated  twelve-month  period  commencing  as of the  date of the  Corp-Link
Consulting Agreement. Under the terms of the Corp-Link Consulting Agreement, the
Consultant  is  to  undertake  for  and  consult  with  the  Company  concerning
management,  marketing and  operational  planning and  consulting,  expansion of
operations on an international basis, strategic planning, corporate organization
and structure,  examination of products and services and shareholder  relations.
In addition,  the Consultant  shall review and advise the Company  regarding its
overall  progress,  needs and condition.  Corp- Link is wholly-owned by Mr. Matt
Dwyer,  who is the sole officer and director of Corp-Link.  Mr. Dwyer, on behalf
of  Corp-Link,  is expected to spend a  predominant  portion of his working time
over the term of the Management  Consulting  Agreement on behalf of the Company.
Each of the Options are  exercisable  at $.25 per Share on or prior to March 10,
1999. The Options will be listed in the name of Mr. Matt Dwyer.

      In  particular,  the  Consultant  shall provide the  following  enumerated
services: (i) the implementation of short range and long term strategic planning
to fully  develop and enhance the  Company's  assets,  resources,  products  and
services;  (ii) the  implementation of a marketing program to assist the Company
in broadening the markets for its business and services and promote the image of
the Company and its business and  services;  (iii)  assisting the Company in the
monitoring  of  services  provided by the  Company's  advertising  firm,  public
relations  firm and other  professionals  to be  employed by the  Company;  (iv)












                                        8


<PAGE>


advising  the  Company  relative  to the  continued  development  of a  customer
relations  program and to  stimulate  interest  in the Company by  institutional
investors and other members of the financial community; (v) advising the Company
relative to the recruitment and employment of key executives consistent with the
expansion of operations of the Company; (vi) advise and recommend to the Company
additional  services  relating to the present business and services  provided by
the Company as well as new  products  and  services  that may be provided by the
Company.

CONSULTING AND ACQUISITION MANAGEMENT AGREEMENT WITH HONG KONG TRADING LTD.

      In August 4, 1997, the Company  entered into a Consulting and  Acquisition
Management  Agreement with Hong Kong Trading Ltd.  pursuant to which the Company
agreed to issue to Hong Kong  300,000  shares of Common  Stock of the Company in
consideration  for  consulting  services to be  provided to the Company  over an
anticipated  one-year  period  commencing  as of  the  date  of  the  Hong  Kong
Consulting Agreement.  In addition, the Company will reimburse Hong Kong for its
reasonable  out-of-pocket expenses from time to time upon submission of itemized
vouchers in support  thereof.  Hong Kong is  wholly-owned by Mr. Robert Vasquez,
who is the sole  officer and director of Hong Kong.  Mr.  Vasquez is expected to
spend a  substantial  portion  of his  working  time  during  the course of this
agreement,  depending on the nature of services requested by the Company and the
extent to which Mr. Vasquez is requested, to administer acquisitions.

      Initial  services   relative  to  the  performance  under  the  Hong  Kong
Consulting  Agreement  has already  commenced.  Under the terms of the Hong Kong
Consulting  Agreement,  Hong Kong is to provide the  following  services for the
benefit  of  the  Company  (i)  the  identification,   evaluation,  structuring,
negotiating and closing of business  acquisitions,  whether in the form of asset
purchases, stock purchases, mergers,  consolidations,  joint ventures, strategic
alliances or otherwise (hereinafter collectively referred to as "Acquisitions"),
for the account of the Company upon such terms and  conditions as are reasonably
acceptable  to the Company'  and (ii) if requested by the Company,  managing and
operating  each  such   consummated   Acquisition.   Following  the  consummated
Acquisition  of a target company by the Company,  at the written  request of the
Company, Hong Kong shall participate,  subject to the direction of the Company's
Board  of  Directors,  in the  management  and  day-to-day  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.

FEDERAL INCOME TAX EFFECTS

      The  following  discussion  applies to the Common  Stock  issued under the
Consulting Agreements and is based on federal income tax laws and regulations in




      




                                   9


<PAGE>


effect on December 31, 1996. In connection  with the issuance of Common Stock as
compensation  payable to the Consultants  under the Consulting  Agreements,  the
Consultants  must include in gross income the excess of the fair market value of
the  property  received  over the amount,  if any,  paid for the property in the
first taxable year in which a Consultant's  beneficial  interest in the property
either  is   "transferable"  or  is  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 a  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 person 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  stockholder  to suit under
that section.  The rights of the  Consultants are treated as transferable if and
when a Consultant can sell, assign, pledge or otherwise transfer any interest in
the Common Stock to any person.  Inasmuch as the Consultants are not expected to
be subject  to the short  swing  profit  recovery  rule of Section  16(b) of the
Securities  Exchange Act of 1934 and the Common  Stock,  upon receipt  following
satisfaction  of  condition   prerequisites   to  receipt,   will  be  presently
transferable and not subject to a substantial  risk of forfeiture,  a Consultant
would be  obligated  to include in gross  income  the fair  market  value of the
Common Stock  received  once the  conditions  to receipt of the Common Stock are
satisfied.

      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.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of any shares of Common Stock received 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









                                       10


<PAGE>


effect on December 31, 1996. In connection "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,  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.  Section 16(b) of the Exchange Act generally provides that
if an officer,  director or 10% and greater stockholder sold any Common Stock of
the Company he would  generally be required to pay to the Company any  "profits"
resulting from the sale of the stock.

                        SALES BY SELLING SECURITY HOLDERS

      The following table sets forth the name of the Selling  Security  Holders,
the amount of shares of Common Stock held  directly or indirectly by the Selling
Security Holders,  the maximum amount of shares of Common Stock to be offered by
the  Selling  Security  Holders,  the amount of Common  Stock to be owned by the
Selling Security  Holders  following sale of such shares of Common Stock and the
percentage of shares of Common Stock to be owned by the Selling Security Holders
following  completion  of such offering  (based on  11,529,142  shares of Common
Stock of the Company outstanding at July 31, 1997).


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

Matt Dwyer            1,170,000*      1,170,000*      -0-            --
Robert Vasquez          300,000         300,000       -0-            --
_______________


*     Includes up to 670,000 Shares underlying the Options.

                            DESCRIPTION OF SECURITIES

      The Company is currently  authorized to issue up to 500,000,000  shares of
Common  Stock,  $.03 par  value  per  share,  of which  11,529,142  shares  were
outstanding  as of July 31,  1997.  The  Company  is  authorized  to issue up to
10,000,000 shares of Preferred Stock,  $.0001 par value per share, none of which
were outstanding as of July 31, 1997.

      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.



                                       11


<PAGE>




      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
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  shareholders'  meeting.  The Common Stock has no
preemptive,  subscription  or  conversion  rights and is not  redeemable  by the
Company.

PREFERRED STOCK

      The Board of Directors is authorized to issue the  authorized and unissued
preferred stock in one or more series, to fix or alter the rights,  preferences,
privileges  and  restrictions,  including the dividend  rights,  dividend  rate,
conversion   rights,   voting  rights  and  terms  of  redemption,   liquidation
preferences  and  sinking  fund  of any  series  of  preferred  stock  which  is
authorized  and unissued.  No shares of Preferred  Stock have been issued or are
outstanding as of the date hereof.

OVER-THE-COUNTER MARKET

      The  Company's  Common  Stock is traded on the OTC  Bulletin  Board of the
National Association of Securities Dealers, Inc. under the symbol "PCPL."

TRANSFER AGENT

      The  Transfer  Agent for the  shares of Common  Stock is  Corporate  Stock
Transfer, whose address is 370 17th Street, Suite 2350, Denver, Colorado 80202.

                                  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., Special Counsel for the Company, Fort Lauderdale, Florida.

                                 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








                                       12


<PAGE>


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.  The  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 the manner he or she  reasonably  believed to be in or non-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
the 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  Company's  By-Laws  provide "To the fullest  extent  permitted by the
Delaware  General  Corporation Law a director of this  corporation  shall not be
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director."




















                                       13


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

      The  documents  listed  in (1)  through  (6)  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.

            (1)   The Company's Form 10-SB Registration Statement.

            (2)   The Company's  Annual Report on Form 10-KSB for the year ended
December 31, 1996.

            (3)   The Company's  Quarterly Report on Form 10-QSB for the quarter
ended December 31, 1997.

            (4)   All reports  and  documents  filed by the Company  pursuant to
Section  13,  14 or  15(d)  of  the  Exchange  Act,  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.

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

      The class of securities to be offered  hereby is registered  under Section
12(g) of the Securities  Exchange Act of 1934, as amended.  A description of the
Company's  securities  is set  forth in the Form  10-SB  Registration  Statement
incorporated as a part of this Registration Statement.

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

      Not Applicable.





                                       14


<PAGE>



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.  The  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 the manner he or she  reasonably  believed to be in or non-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
the 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  Company's  By-Laws  provide "To the fullest  extent  permitted by the
Delaware  General  Corporation Law a director of this  corporation  shall not be
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director."

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

      Inasmuch as the  Consultants  who  received  the Shares of the Company was
knowledgeable,   sophisticated  and  had  access  to  comprehensive  information
relevant to the Company,  such  transactions  were undertaken in reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent to such grant,  the Consultants were required to express an investment
intent  and  consent to the  imprinting  of a  restrictive  legend on each stock
certificate  to be received  from the Company  except upon sale of the shares of
Common Stock pursuant to a registration statement.



                                       15


<PAGE>




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

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

(4)(a)      Management Consulting Agreement with Corp-Link Corporation

(4)(B)      Consulting  and  Acquisition  Management  Agreement  with  Hong Kong
            Trading Ltd.

(5)         Opinion of Atlas,  Pearlman,  Trop & Borkson,  P.A.  relating to the
            issuance of Shares of pursuant to the above Consulting Agreements

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

(23.2)      Consent of independent certified public accountants

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;

            (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.

      (2)   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.


                                       16


<PAGE>




      (3)   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.

































                                       17


<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 Fort Lauderdale and the State of Florida, on the
11th day of August, 1997.

                                          PRENTICE CAPITAL, INC.



                                          By: /s/ Lee J. Unger
                                              ----------------------------------
                                              Lee J. Unger, President


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


/s/ Lee J. Unger                    President and
----------------                    Sole Director,              August 11, 1997
Lee J. Unger                        Principal Executive,
                                    Financial and
                                    Accounting Officer






















                                       18
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{"company-data": {"conformed-name": "PRENTICE CAPITAL INC", "cik": "0000870256", "assigned-sic": "8011", "irs-number": "841139554", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33389", "film-number": "97656326"}, "business-address": {"street1": "13902 N DALE MABRY BLVD", "street2": "STE 119", "city": "TAMPA", "state": "FL", "zip": "33618", "phone": "8139692002"}}
As filed with the Securities and Exchange Commission on August 11, 1997.

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

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

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

                             PRENTICE CAPITAL, INC.
               (Exact name of issuer as specified in its charter)

               Delaware                                        84-1139554
     (State or other jurisdiction                           (I.R.S. Employer
   of incorporation or organization)                       Identification No.)
 
         2898 University Drive
                Suite 43
        Coral Springs, Florida                                   33065
 (Address of principal executive offices)                     (Zip Code)
                               __________________

                         MANAGEMENT CONSULTING AGREEMENT
                           WITH CORP-LINK CORPORATION
                      CONSULTING AND ACQUISITION MANAGEMENT
                      AGREEMENT WITH HONG KONG TRADING LTD.
                            (Full title of the plan)
                               __________________

                                  Lee J. Unger
                                    President
                              2898 University Drive
                                    Suite 43
                          Coral Springs, Florida 33065
                          Telephone No.: (954) 340-5916
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 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       share(1)    price         fee (1)
================================================================================

Common Stock            800,000        $0.75       $600,000      $181.82
($.03 par value)         shares

Common Stock            670,000(2)     $0.25       $167,500      $ 50.76
($.03 par value)         shares                       
                                                                 ------- 
   TOTAL                                                         $232.58
                                                                 =======
================================================================================

(1)   Pursuant to Rule  457(h),  the  maximum  offering  price  with,  regard to
      800,000  shares  was  calculated   based  upon the  average of the bid and
      asked prices of the Common Stock of the Company on the OTC Bulletin  Board
      on August 7, 1997.

(2)   Represents  shares  of  Common  Stock  underlying  Common  Stock  Purchase
      Options.   Pursuant  to  Rule  457(h)   the  maximum  offering  price  was
      calculated  based on the  exercise  price  of such  Options  as  described
      herein.

                                        2
PRENTICE CAPITAL, INC.

        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           Description of Securities;
      Registered                                Consulting Agreements

10.   Interests of Named Experts and            Legal Matters
      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
                             PRENTICE CAPITAL, INC.

                        1,470,000 Shares of Common Stock

                             Issued Pursuant to the
                    Company's Management Consulting Agreement
                         with Corp-Link Corporation and
                      Consulting and Acquisition Management
                      Agreement with Hong Kong Trading Ltd.

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 1,470,000 shares of Common Stock, $.03 par value (such shares being
referred  to as the  "Shares"),  of  Prentice  Capital  Corporation,  a Delaware
corporation  (the  "Company"  or  "Prentice")  which have been  issued or may be
issued, as set forth herein, to (i) Corp-Link Corporation, a Florida corporation
("Corp-Link")  pursuant to a written Management Consulting Agreement dated March
10, 1997 (the "Corp-Link Consulting  Agreement"),  providing for the issuance of
500,000 Shares and Common Stock Purchase  Options (the "Options") to purchase up
to 670,000  Shares,  as set forth  herein,  and (ii) Hong Kong  Trading  Ltd., a
British West Indies corporation ("Hong Kong"),  pursuant to a written Consulting
and  Acquisition  Management  Agreement  dated  August 1, 1997 (the  "Hong  Kong
Consulting Agreement"),  providing for the issuance of 300,000 Shares. Corp-Link
and  Hong  Kong may  sometimes  hereafter  be  collectively  referred  to as the
"Consultants,"  and  the  Corp-Link  Consulting  Agreement  and  the  Hong  Kong
Consulting   Agreement  may  sometimes  be  collectively   referred  to  as  the
"Consulting  Agreements." In addition,  the  Consultants in their  capacities as
selling shareholders may sometimes hereafter be collectively  referred to as the
"Selling  Security  Holders."  All  of  the  Shares  are  being  issued  to  the
Consultants  pursuant  to written  consulting  agreements.  The Company has been
advised by the Selling  Security  Holders that they may sell all or a portion of
their Shares from time to time in the  over-the-counter  market,  in  negotiated
transactions,  directly or through  brokers or  otherwise,  and that such 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 Consulting Agreements
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 August __, 1997.

                                        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
Commission  also  maintains  a  Web  site  that  contains  reports,   proxy  and
information  statements and other  information  regarding  registrants that file
electronically with the Commission at  http://www.sec.gov.  The Company's Common
Stock is traded on the OTC Bulletin Board under the symbol "PCAP."

      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 the resale of up to an aggregate of up to 1,470,000
shares of the Company's  Common Stock, to be issued to the Consultants  pursuant
to written  Consulting  Agreements with the Company.  This Prospectus,  which is
Part I of the Registration Statement, omits 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 Form 10-SB Registration Statement.

      2.    The  Company's  Annual  Report  on Form  10-KSB  for the year  ended
December 31, 1996.

                                        5
3.    The Company's  Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997.

      4.    All reports and documents  filed by the Company  pursuant to Section
13, 14 or 15(d) of the  Exchange  Act,  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,  Prentice
Capital, Inc., 2898 University Drive, Suite 43, Coral Springs, Florida 33065.

                                        6
THE COMPANY

      Prentice  Capital,  Inc. was  incorporated  under the laws of the State of
Florida on March 26, 1990 to obtain  funding in order to  establish a vehicle to
take advantage of business opportunities.

      On March 17, 1997, the Company and Chartwell International, Inc., a Nevada
corporation,  entered into a Purchase and Sale  Agreement  pursuant to which the
Company purchased  certain gypsum mining property located in Washington  County,
Utah,  generally  known as Riverview  Placer Claims and New Riverview  Claims in
exchange for $4,000,000 in cash, cash  equivalents and restricted  shares of the
Company's Common Stock.

      On March 10, 1997, the Company and Lee J. Unger ("Unger")  entered into an
agreement (the "Unger  Agreement")  pursuant to which the Company agrees to sell
to Unger 5,000,000 shares of its restricted  Common Stock at a price of $.05 per
share,  which  purchase  will be effected by delivery to Unger of an  assignable
Promissory  Note  bearing  interest at 6% per annum and due and payable one year
from the date of the Promissory Note.

      Pursuant to the Unger  Agreement,  the Company has caused the  election of
Unger as President  and director of the Company and has received  simultaneously
with the Unger  Agreement,  the  resignations of Alan S. Lipstein and Dr. Gerard
Norton as  officers  and  directors  of the  Company  leaving  Unger as the sole
officer and director of the Company.

      On June 3, 1997,  the  Company  entered  into a Stock  Purchase  Agreement
("Agreement")   with   U.S.A.   Diagnostics,   Inc.,   a   Florida   corporation
("Diagnostics"),  and its sole shareholder,  Nate Hollander, for the acquisition
of 100% of the capital  stock of  Diagnostics  and the assets of MRI  Management
Services,  Inc.  ("MMS") and  Bentley  Designers  and  Builders,  Inc.  ("BDB"),
consisting of two Magnetic Resonance Imaging ("MRI") units. Mr. Hollander is the
sole  shareholder of MMS and BDB, each of which owns one mobile MRI unit with an
estimated  value of $500,000  each.  Diagnostics  is in the business of magnetic
resonance imaging and neurological nerve conduction testing in the South Florida
area.

      The  aggregate  purchase  price of  Diagnostics  and the two MRI  units is
$5,500,000 payable  $4,000,000 in cash at the closing,  and shares of restricted
Common  Stock of the Company  having a value of  $1,500,000,  determined  by the
average closing bid price over the five trading day period preceding the date of
the  Agreement.  Within 45 days of  signing  the  Agreement,  the  Company is to
deposit $1,750,000 into an escrow account,  and within 75 days the Company is to
use its best efforts to obtain a firm commitment underwriting,  represented by a
letter of intent satisfactory to Mr. Hollander,  and to raise net proceeds of no

                                      7
less  than  $2,500,000  to be used as part of the  cash  required  for  closing.
According to the  Agreement,  the Company is to have an  effective  registration
statement  and closing of the firm  commitment  underwriting  within 175 days of
this Agreement. Should the Company fail to secure a firm commitment underwriting
within 45 days or have a firm  commitment  underwriting  within 75 days, or such
longer period as the parties may mutually agree, then the escrowed funds will be
returned  to  the  Company  and  the  Agreement  will   terminate.   The  shares
representing  the $1,500,000 are to be paid 10% at the closing and the remaining
90% on February 2, 1998.  However,  in the event closing does not occur prior to
February  2, 1998,  then the entire  100% of the shares will be paid at closing.
There can be no assurances that the Agreement will be consummated.

                              CONSULTING AGREEMENTS

MANAGEMENT CONSULTING AGREEMENT WITH CORP-LINK

      On March  10,  1997  the  Company  entered  into a  Management  Consulting
Agreement  with  Corp-Link  Corporation  pursuant to which the Company agreed to
issue to Corp-Link  Corporation  an aggregate of 500,000  shares of Common Stock
and Options to purchase up to 670,000  Shares of Common  Stock of the Company in
consideration  for  consulting  services to be  provided to the Company  over an
anticipated  twelve-month  period  commencing  as of the  date of the  Corp-Link
Consulting Agreement. Under the terms of the Corp-Link Consulting Agreement, the
Consultant  is  to  undertake  for  and  consult  with  the  Company  concerning
management,  marketing and  operational  planning and  consulting,  expansion of
operations on an international basis, strategic planning, corporate organization
and structure,  examination of products and services and shareholder  relations.
In addition,  the Consultant  shall review and advise the Company  regarding its
overall  progress,  needs and condition.  Corp- Link is wholly-owned by Mr. Matt
Dwyer,  who is the sole officer and director of Corp-Link.  Mr. Dwyer, on behalf
of  Corp-Link,  is expected to spend a  predominant  portion of his working time
over the term of the Management  Consulting  Agreement on behalf of the Company.
Each of the Options are  exercisable  at $.25 per Share on or prior to March 10,
1999. The Options will be listed in the name of Mr. Matt Dwyer.

      In  particular,  the  Consultant  shall provide the  following  enumerated
services: (i) the implementation of short range and long term strategic planning
to fully  develop and enhance the  Company's  assets,  resources,  products  and
services;  (ii) the  implementation of a marketing program to assist the Company
in broadening the markets for its business and services and promote the image of
the Company and its business and  services;  (iii)  assisting the Company in the
monitoring  of  services  provided by the  Company's  advertising  firm,  public
relations  firm and other  professionals  to be  employed by the  Company;  (iv)

                                        8
advising  the  Company  relative  to the  continued  development  of a  customer
relations  program and to  stimulate  interest  in the Company by  institutional
investors and other members of the financial community; (v) advising the Company
relative to the recruitment and employment of key executives consistent with the
expansion of operations of the Company; (vi) advise and recommend to the Company
additional  services  relating to the present business and services  provided by
the Company as well as new  products  and  services  that may be provided by the
Company.

CONSULTING AND ACQUISITION MANAGEMENT AGREEMENT WITH HONG KONG TRADING LTD.

      In August 4, 1997, the Company  entered into a Consulting and  Acquisition
Management  Agreement with Hong Kong Trading Ltd.  pursuant to which the Company
agreed to issue to Hong Kong  300,000  shares of Common  Stock of the Company in
consideration  for  consulting  services to be  provided to the Company  over an
anticipated  one-year  period  commencing  as of  the  date  of  the  Hong  Kong
Consulting Agreement.  In addition, the Company will reimburse Hong Kong for its
reasonable  out-of-pocket expenses from time to time upon submission of itemized
vouchers in support  thereof.  Hong Kong is  wholly-owned by Mr. Robert Vasquez,
who is the sole  officer and director of Hong Kong.  Mr.  Vasquez is expected to
spend a  substantial  portion  of his  working  time  during  the course of this
agreement,  depending on the nature of services requested by the Company and the
extent to which Mr. Vasquez is requested, to administer acquisitions.

      Initial  services   relative  to  the  performance  under  the  Hong  Kong
Consulting  Agreement  has already  commenced.  Under the terms of the Hong Kong
Consulting  Agreement,  Hong Kong is to provide the  following  services for the
benefit  of  the  Company  (i)  the  identification,   evaluation,  structuring,
negotiating and closing of business  acquisitions,  whether in the form of asset
purchases, stock purchases, mergers,  consolidations,  joint ventures, strategic
alliances or otherwise (hereinafter collectively referred to as "Acquisitions"),
for the account of the Company upon such terms and  conditions as are reasonably
acceptable  to the Company'  and (ii) if requested by the Company,  managing and
operating  each  such   consummated   Acquisition.   Following  the  consummated
Acquisition  of a target company by the Company,  at the written  request of the
Company, Hong Kong shall participate,  subject to the direction of the Company's
Board  of  Directors,  in the  management  and  day-to-day  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.

FEDERAL INCOME TAX EFFECTS

      The  following  discussion  applies to the Common  Stock  issued under the
Consulting Agreements and is based on federal income tax laws and regulations in

      

                                   9
effect on December 31, 1996. In connection  with the issuance of Common Stock as
compensation  payable to the Consultants  under the Consulting  Agreements,  the
Consultants  must include in gross income the excess of the fair market value of
the  property  received  over the amount,  if any,  paid for the property in the
first taxable year in which a Consultant's  beneficial  interest in the property
either  is   "transferable"  or  is  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 a  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 person 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  stockholder  to suit under
that section.  The rights of the  Consultants are treated as transferable if and
when a Consultant can sell, assign, pledge or otherwise transfer any interest in
the Common Stock to any person.  Inasmuch as the Consultants are not expected to
be subject  to the short  swing  profit  recovery  rule of Section  16(b) of the
Securities  Exchange Act of 1934 and the Common  Stock,  upon receipt  following
satisfaction  of  condition   prerequisites   to  receipt,   will  be  presently
transferable and not subject to a substantial  risk of forfeiture,  a Consultant
would be  obligated  to include in gross  income  the fair  market  value of the
Common Stock  received  once the  conditions  to receipt of the Common Stock are
satisfied.

      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.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of any shares of Common Stock received 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

                                       10
effect on December 31, 1996. In connection "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,  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.  Section 16(b) of the Exchange Act generally provides that
if an officer,  director or 10% and greater stockholder sold any Common Stock of
the Company he would  generally be required to pay to the Company any  "profits"
resulting from the sale of the stock.

                        SALES BY SELLING SECURITY HOLDERS

      The following table sets forth the name of the Selling  Security  Holders,
the amount of shares of Common Stock held  directly or indirectly by the Selling
Security Holders,  the maximum amount of shares of Common Stock to be offered by
the  Selling  Security  Holders,  the amount of Common  Stock to be owned by the
Selling Security  Holders  following sale of such shares of Common Stock and the
percentage of shares of Common Stock to be owned by the Selling Security Holders
following  completion  of such offering  (based on  11,529,142  shares of Common
Stock of the Company outstanding at July 31, 1997).

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

Matt Dwyer            1,170,000*      1,170,000*      -0-            --
Robert Vasquez          300,000         300,000       -0-            --
_______________

*     Includes up to 670,000 Shares underlying the Options.

                            DESCRIPTION OF SECURITIES

      The Company is currently  authorized to issue up to 500,000,000  shares of
Common  Stock,  $.03 par  value  per  share,  of which  11,529,142  shares  were
outstanding  as of July 31,  1997.  The  Company  is  authorized  to issue up to
10,000,000 shares of Preferred Stock,  $.0001 par value per share, none of which
were outstanding as of July 31, 1997.

      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.

                                       11
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
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  shareholders'  meeting.  The Common Stock has no
preemptive,  subscription  or  conversion  rights and is not  redeemable  by the
Company.

PREFERRED STOCK

      The Board of Directors is authorized to issue the  authorized and unissued
preferred stock in one or more series, to fix or alter the rights,  preferences,
privileges  and  restrictions,  including the dividend  rights,  dividend  rate,
conversion   rights,   voting  rights  and  terms  of  redemption,   liquidation
preferences  and  sinking  fund  of any  series  of  preferred  stock  which  is
authorized  and unissued.  No shares of Preferred  Stock have been issued or are
outstanding as of the date hereof.

OVER-THE-COUNTER MARKET

      The  Company's  Common  Stock is traded on the OTC  Bulletin  Board of the
National Association of Securities Dealers, Inc. under the symbol "PCPL."

TRANSFER AGENT

      The  Transfer  Agent for the  shares of Common  Stock is  Corporate  Stock
Transfer, whose address is 370 17th Street, Suite 2350, Denver, Colorado 80202.

                                  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., Special Counsel for the Company, Fort Lauderdale, Florida.

                                 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

                                       12
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.  The  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 the manner he or she  reasonably  believed to be in or non-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
the 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  Company's  By-Laws  provide "To the fullest  extent  permitted by the
Delaware  General  Corporation Law a director of this  corporation  shall not be
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director."

                                       13
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

      The  documents  listed  in (1)  through  (6)  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.

            (1)   The Company's Form 10-SB Registration Statement.

            (2)   The Company's  Annual Report on Form 10-KSB for the year ended
December 31, 1996.

            (3)   The Company's  Quarterly Report on Form 10-QSB for the quarter
ended December 31, 1997.

            (4)   All reports  and  documents  filed by the Company  pursuant to
Section  13,  14 or  15(d)  of  the  Exchange  Act,  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.

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

      The class of securities to be offered  hereby is registered  under Section
12(g) of the Securities  Exchange Act of 1934, as amended.  A description of the
Company's  securities  is set  forth in the Form  10-SB  Registration  Statement
incorporated as a part of this Registration Statement.

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

      Not Applicable.

                                       14
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.  The  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 the manner he or she  reasonably  believed to be in or non-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
the 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  Company's  By-Laws  provide "To the fullest  extent  permitted by the
Delaware  General  Corporation Law a director of this  corporation  shall not be
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director."

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

      Inasmuch as the  Consultants  who  received  the Shares of the Company was
knowledgeable,   sophisticated  and  had  access  to  comprehensive  information
relevant to the Company,  such  transactions  were undertaken in reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent to such grant,  the Consultants were required to express an investment
intent  and  consent to the  imprinting  of a  restrictive  legend on each stock
certificate  to be received  from the Company  except upon sale of the shares of
Common Stock pursuant to a registration statement.

                                       15
Item 8.     Exhibits
-------     --------

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

(4)(a)      Management Consulting Agreement with Corp-Link Corporation

(4)(B)      Consulting  and  Acquisition  Management  Agreement  with  Hong Kong
            Trading Ltd.

(5)         Opinion of Atlas,  Pearlman,  Trop & Borkson,  P.A.  relating to the
            issuance of Shares of pursuant to the above Consulting Agreements

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

(23.2)      Consent of independent certified public accountants

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;

            (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.

      (2)   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.

                                       16
(3)   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.

                                       17
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 Fort Lauderdale and the State of Florida, on the
11th day of August, 1997.

                                          PRENTICE CAPITAL, INC.

                                          By: /s/ Lee J. Unger
                                              ----------------------------------
                                              Lee J. Unger, President

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

/s/ Lee J. Unger                    President and
----------------                    Sole Director,              August 11, 1997
Lee J. Unger                        Principal Executive,
                                    Financial and
                                    Accounting Officer

                                       18