<PAGE>












































                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM S-8

                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933


                               SUMMA VEST, INC.
                            ---------------------          
          (Exact Name of Registrant as Specified in its Charter)


                UTAH                         87-042552
  (State or Other Jurisdiction         (IRS Employer ID No.)
  of incorporation or organization)
  

              1787 East Ft. Union Blvd., #106
                 Salt Lake City, Utah  84121
                      --------------------  
          (Address of Principal Executive Offices)
  
                        (801) 942-7722
                        --------------   
       (Issuer's Telephone Number, including Area Code)
                                    
           Consultant Compensation Agreement No. 1
           ---------------------------------------
                    (Full Title of the Plan)

                       Jeffrey D. Jenson          
               1787 East Ft. Union Blvd., #106
                 Salt Lake City, Utah  84121
                    ---------------------       
            (Name and Address of Agent for Service)

                        (801) 942-7722
                        --------------
(Telephone Number, Including Area Code, of Agent for Service)


IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX:    [ ]

                      CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------  
                                               
Title of Each                     Proposed     Proposed                  
Class of                          Maximum      Maximum           Amount of
Securities to    Amount to        Price per    Aggregate         Registration 
be Registered    be Registered    Unit/Share   Offering Price    Fee
-----------------------------------------------------------------------------
$0.001 par 
value common
voting stock      969,400           $0.01      $9,694             $100
-----------------------------------------------------------------------------  
         1   Calculated according to Rule 230.457(h) of the Securities         
             and Exchange Commission, based upon the exercise price of the     
             options covering the underlying common stock to be                
             issued under the Plan.
           
                               PART II

            Information Required in the Registration Statement
            --------------------------------------------------

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

          The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit: 

          (a)  The Registrant's Annual Report on Form 10-K for the calendar    
              year ended December 31, 1995;             

          (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of  
               the Securities Exchange Act of 1934 (the "Exchange Act") since  
               the end of such fiscal year;

          (c)  Not applicable.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.

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

          The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.

          The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation.  All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed.  The common stock is
not subject to redemption and carries no subscription or conversion rights. 
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.

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

          Leonard W. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no common stock of the Registrant and is not
deemed to be an affiliate of the Registrant or a person associated with an
affiliate of the Registrant; however, Mr. Burningham is to receive 30,000 of
the shares of the Registrant's common stock being registered hereby.  See Item
8 below.


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

          Under the Utah Revised Business Corporation Act, a corporation has
the power to indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee fiduciary or agent of the corporation, against
expenses, including reasonable attorneys' fees, judgments, fines and amounts
paid in settlement of any such proceedings; provided, however, in any criminal
proceeding, the indemnified person shall have had no reason to believe the
conduct committed was unlawful.

          It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under
the federal securities laws, rules and regulations is against public policy. 
See subparagraph (h) of Item 9 below.

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

          None; not applicable.

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

Exhibit                                                 
Number                                                 
------

  5       Opinion regarding Legality                                         

 23.1     Consent of Leonard W. Burningham, Esq.                    

 23.2     Consent of Mantyla, McReynolds & Associates
          Certified Public Accountants

 99       Consultant Compensation Agreement No. 1

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

          The undersigned Registrant hereby undertakes:

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

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

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

                    (iii)     To include any additional or changed 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;  
                              provided, however, only to the extent required   
                              by the general rules and regulations of the      
                             Commission.

               (2)  That, for the purpose of determining any liability under   
                    the 1933 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.

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

          (b)  That for purposes of determining any liability under the 1933   
               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.

          (h)  Insofar as indemnification for liabilities arising under the    
               1933 Act, as amended, may be permitted to directors, executive  
               officers and controlling persons of the Registrant as outlined  
               above or otherwise, the Registrant has been advised that in the 
               opinion of the Commission, such indemnification is against      
               public policy as expressed in the 1933 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,          
               executive officer or controlling person of the Registrant in    
               the successful defense of any action, suit or proceeding) is    
               asserted by such director, executive 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 of whether such  
               indemnification by it is against public policy as expressed in  
               the 1933 Act and will be governed by the final adjudication of  
               such issue.


                               SIGNATURES

          Pursuant to the requirements of the 1933 Act, 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, on the date or dates appearing opposite the respective signatures
hereto.

                         REGISTRANT:

                         By: /s/ Christopher D. Earl
                             President and Director


          Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute a majority
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.


Date: 12/10/96.            By:  /s/ Christopher D. Earl
                               President and Director

Date: 12/10/96.            By:  /s/ Don C. Morrison
                                Vice President and Director

Date: 12/10/96.            By:  /s/ Jeffrey D. Jenson
                               Secretary/Treasurer and Director
<PAGE>

           Securities and Exchange Commission File No. 33-1210-D

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 EXHIBITS

                                    TO

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

                              SUMMA VEST, INC.


<PAGE>


                               EXHIBIT INDEX



Exhibit                             
Number                                                 


  5       Opinion regarding Legality                                      
                       
 23.1     Consent of Leonard W. Burningham, Esq.                   

 23.2     Consent of Mantyla, McReynolds & Associates
          Certified Public Accountants

 99       Consultant Compensation Agreement No. 1



<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM S-8

                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                               SUMMA VEST, INC.
                            ---------------------          
          (Exact Name of Registrant as Specified in its Charter)

                UTAH                         87-042552
  (State or Other Jurisdiction         (IRS Employer ID No.)
  of incorporation or organization)
  

              1787 East Ft. Union Blvd., #106
                 Salt Lake City, Utah  84121
                      --------------------  
          (Address of Principal Executive Offices)
  
                        (801) 942-7722
                        --------------   
       (Issuer's Telephone Number, including Area Code)
                                    
           Consultant Compensation Agreement No. 1
           ---------------------------------------
                    (Full Title of the Plan)

                       Jeffrey D. Jenson          
               1787 East Ft. Union Blvd., #106
                 Salt Lake City, Utah  84121
                    ---------------------       
            (Name and Address of Agent for Service)

                        (801) 942-7722
                        --------------
(Telephone Number, Including Area Code, of Agent for Service)

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX:    [ ]

                      CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------  
                                               
Title of Each                     Proposed     Proposed                  
Class of                          Maximum      Maximum           Amount of
Securities to    Amount to        Price per    Aggregate         Registration 
be Registered    be Registered    Unit/Share   Offering Price    Fee
-----------------------------------------------------------------------------
$0.001 par 
value common
voting stock      969,400           $0.01      $9,694             $100
-----------------------------------------------------------------------------  
         1   Calculated according to Rule 230.457(h) of the Securities         
             and Exchange Commission, based upon the exercise price of the     
             options covering the underlying common stock to be                
             issued under the Plan.
           
                               PART II

            Information Required in the Registration Statement
            --------------------------------------------------

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

          The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit: 

          (a)  The Registrant's Annual Report on Form 10-K for the calendar    
              year ended December 31, 1995;             

          (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of  
               the Securities Exchange Act of 1934 (the "Exchange Act") since  
               the end of such fiscal year;

          (c)  Not applicable.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.

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

          The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.

          The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation.  All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed.  The common stock is
not subject to redemption and carries no subscription or conversion rights. 
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.

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

          Leonard W. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no common stock of the Registrant and is not
deemed to be an affiliate of the Registrant or a person associated with an
affiliate of the Registrant; however, Mr. Burningham is to receive 30,000 of
the shares of the Registrant's common stock being registered hereby.  See Item
8 below.

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

          Under the Utah Revised Business Corporation Act, a corporation has
the power to indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee fiduciary or agent of the corporation, against
expenses, including reasonable attorneys' fees, judgments, fines and amounts
paid in settlement of any such proceedings; provided, however, in any criminal
proceeding, the indemnified person shall have had no reason to believe the
conduct committed was unlawful.

          It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under
the federal securities laws, rules and regulations is against public policy. 
See subparagraph (h) of Item 9 below.

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

          None; not applicable.

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

Exhibit                                                 
Number                                                 
------

  5       Opinion regarding Legality                                         

 23.1     Consent of Leonard W. Burningham, Esq.                    

 23.2     Consent of Mantyla, McReynolds & Associates
          Certified Public Accountants

 99       Consultant Compensation Agreement No. 1

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

          The undersigned Registrant hereby undertakes:

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

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

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

                    (iii)     To include any additional or changed 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;  
                              provided, however, only to the extent required   
                              by the general rules and regulations of the      
                             Commission.

               (2)  That, for the purpose of determining any liability under   
                    the 1933 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.

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

          (b)  That for purposes of determining any liability under the 1933   
               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.

          (h)  Insofar as indemnification for liabilities arising under the    
               1933 Act, as amended, may be permitted to directors, executive  
               officers and controlling persons of the Registrant as outlined  
               above or otherwise, the Registrant has been advised that in the 
               opinion of the Commission, such indemnification is against      
               public policy as expressed in the 1933 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,          
               executive officer or controlling person of the Registrant in    
               the successful defense of any action, suit or proceeding) is    
               asserted by such director, executive 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 of whether such  
               indemnification by it is against public policy as expressed in  
               the 1933 Act and will be governed by the final adjudication of  
               such issue.

                               SIGNATURES

          Pursuant to the requirements of the 1933 Act, 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, on the date or dates appearing opposite the respective signatures
hereto.

                         REGISTRANT:

                         By: /s/ Christopher D. Earl
                             President and Director

          Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute a majority
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.

Date: 12/10/96.            By:  /s/ Christopher D. Earl
                               President and Director

Date: 12/10/96.            By:  /s/ Don C. Morrison
                                Vice President and Director

Date: 12/10/96.            By:  /s/ Jeffrey D. Jenson
                               Secretary/Treasurer and Director
Securities and Exchange Commission File No. 33-1210-D

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 EXHIBITS

                                    TO

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

                              SUMMA VEST, INC.
EXHIBIT INDEX

Exhibit                             
Number                                                 

  5       Opinion regarding Legality                                      
                       
 23.1     Consent of Leonard W. Burningham, Esq.                   

 23.2     Consent of Mantyla, McReynolds & Associates
          Certified Public Accountants

 99       Consultant Compensation Agreement No. 1