<PAGE>
 
  As filed with the Securities and Exchange Commission on January 9, 1998
                                                      Registration No. 333-_____

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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                    INTERACTIVE MEDICAL TECHNOLOGIES, LTD.
            (Exact name of registrant as specified in its charter)

         Delaware                                      13-3367421
----------------------------              ----------------------------------
(State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


                         1998 Stock Compensation Plan
                           (Full title of the plan)

                               Steve R. Westlund
                              2139 Pontius Avenue
                         Los Angeles, California 90025
                                (310) 312-9652
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
 
                                 -------------


                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                        
                                         Proposed       Proposed
                                         Maximum        Maximum
Title of           Amount                Offering       Aggregate Amount of
Securities to      to be                 Price          Offering Registration
be Registered      Registered(1)         Per Share(2)   Price(2)       Fee(2)

--------------------------------------------------------------------------------
<S>                <C>                   <C>            <C>            <C>
Common Stock,
$.001 par value    50,000,000 shares     $  .04         $ 2,000,000    $ 590.00
</TABLE> 
1)     The number of shares being registered is the maximum aggregate number of
       shares presently issuable under the Plan. The registration statement also
       includes an indeterminable number of additional shares that may become
       issuable under the Plan pursuant to anti-dilution provisions.

(2)    Computed pursuant to Rule 457(h) on the basis of the average of the bid
       and asked price of the Common Stock on December 11, 1997, and also based
       on the per share value of $.0375 used to obtain December 1997 bridge
       financing.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents of Interactive Medical Technologies, Ltd,, a
Delaware corporation (the "Company") filed with the Securities Exchange
Commission are incorporated by reference into this Registration Statement:

         (a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the Company's fiscal year ended
December 31, 1996.

         Any statement contained in a document incorporated in this Registration
Statement by reference shall be deemed to be modified or superseded for the
purpose of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other document subsequently filed
pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or replaces such statement.

Item 4.  Description of Securities.

         The Registrant's Common Stock, $.001 par value, is registered under
Section 12 of the Exchange Act.

Item 5.  Interest of Named Experts and Counsel.

         The legality of the Registrant's securities being registered will be
passed upon by Robert Schulman, Esq. owned 0 shares of the Registrant's Common
Stock and options to purchase 0 shares of the Registrant's Common Stock on
January 8, 1998.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's Articles of Incorporation provide for indemnification,
to the fullest extent permitted by Section 145 of the Delaware Corporation Law,
of officers and directors and from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, both as
to action in their official capacity and as to action in another capacity while
holding such office.

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

Item 7.  Exemption from Registration.

         Not applicable.

Item 8.  Exhibits.

         Exhibit               Description
         -------               -----------
         5              Opinion of Robert Schulman, Esq. as to the legality 
                        of the securities being registered.

         10.27          The 1998 Stock Compensation Plan.
<PAGE>
 
         23.1           Consent of Beckman & Associates.

         23.2           Consent of Robert Schulman, Esq. (included in his 
                        opinion filed as Exhibit 5).

Item 9.  Undertakings.

         (a)     The undersigned registrant hereby undertakes:

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

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

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

                         (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to that information in the registration
statement.

                 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                 (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement 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 post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

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

         (e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

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

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on January 9, 1998.

                                  INTERACTIVE MEDICAL TECHNOLOGIES, LTD.


                                  By:   /s/ Steven R. Westlund
                                     -------------------------------------------
                                     Steven R. Westlund, Chief Executive Officer
                                     and Director


                                  By:   /s/ Peter Benz
                                     -------------------------------------------
                                     Peter Benz,  President and Director



                                  By:  /s/ Owen Naccarato
                                     -------------------------------------------
                                     Owen Naccarato, Chief Executive Officer and
                                     Director

<PAGE>
 
                                 EXHIBIT INDEX


            EXHIBIT
            NUMBER                  DESCRIPTION
            -------                 -----------

            5                       Opinion of Robert Schulman, Esq. as to the
                                    legality of securities being registered.

            10.27                   The 1998 Stock Compensation Plan

            23.1                    Consent of Beckman & Associates

            23.2                    Consent of Robert Schulman, Esq. 
                                    (included in his Opinion filed as 
                                    Exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12705}]
{"company-data": {"conformed-name": "INTERACTIVE MEDICAL TECHNOLOGIES LTD", "cik": "0000822997", "assigned-sic": "2835", "irs-number": "133367421", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43963", "film-number": "98503673"}, "business-address": {"street1": "1717 STEWART ST", "city": "SANTA MONICA", "state": "CA", "zip": "90404", "phone": "3103129652"}, "mail-address": {"street1": "2139 PONTIUS AVE", "city": "LOS ANGELES", "state": "CA", "zip": "90025"}, "former-company": {"former-conformed-name": "INTERACTIVE PRINCIPLES LTD", "date-changed": "19900419"}}
As filed with the Securities and Exchange Commission on January 9, 1998
                                                      Registration No. 333-_____

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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                    INTERACTIVE MEDICAL TECHNOLOGIES, LTD.
            (Exact name of registrant as specified in its charter)

         Delaware                                      13-3367421
----------------------------              ----------------------------------
(State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                         1998 Stock Compensation Plan
                           (Full title of the plan)

                               Steve R. Westlund
                              2139 Pontius Avenue
                         Los Angeles, California 90025
                                (310) 312-9652
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
 
                                 -------------

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed       Proposed
                                         Maximum        Maximum
Title of           Amount                Offering       Aggregate Amount of
Securities to      to be                 Price          Offering Registration
be Registered      Registered(1)         Per Share(2)   Price(2)       Fee(2)

--------------------------------------------------------------------------------
Common Stock,
$.001 par value    50,000,000 shares     $  .04         $ 2,000,000    $ 590.00
1)     The number of shares being registered is the maximum aggregate number of
       shares presently issuable under the Plan. The registration statement also
       includes an indeterminable number of additional shares that may become
       issuable under the Plan pursuant to anti-dilution provisions.

(2)    Computed pursuant to Rule 457(h) on the basis of the average of the bid
       and asked price of the Common Stock on December 11, 1997, and also based
       on the per share value of $.0375 used to obtain December 1997 bridge
       financing.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents of Interactive Medical Technologies, Ltd,, a
Delaware corporation (the "Company") filed with the Securities Exchange
Commission are incorporated by reference into this Registration Statement:

         (a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the Company's fiscal year ended
December 31, 1996.

         Any statement contained in a document incorporated in this Registration
Statement by reference shall be deemed to be modified or superseded for the
purpose of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other document subsequently filed
pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or replaces such statement.

Item 4.  Description of Securities.

         The Registrant's Common Stock, $.001 par value, is registered under
Section 12 of the Exchange Act.

Item 5.  Interest of Named Experts and Counsel.

         The legality of the Registrant's securities being registered will be
passed upon by Robert Schulman, Esq. owned 0 shares of the Registrant's Common
Stock and options to purchase 0 shares of the Registrant's Common Stock on
January 8, 1998.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's Articles of Incorporation provide for indemnification,
to the fullest extent permitted by Section 145 of the Delaware Corporation Law,
of officers and directors and from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, both as
to action in their official capacity and as to action in another capacity while
holding such office.

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

Item 7.  Exemption from Registration.

         Not applicable.

Item 8.  Exhibits.

         Exhibit               Description
         -------               -----------
         5              Opinion of Robert Schulman, Esq. as to the legality 
                        of the securities being registered.

         10.27          The 1998 Stock Compensation Plan.
23.1           Consent of Beckman & Associates.

         23.2           Consent of Robert Schulman, Esq. (included in his 
                        opinion filed as Exhibit 5).

Item 9.  Undertakings.

         (a)     The undersigned registrant hereby undertakes:

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

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

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

                         (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to that information in the registration
statement.

                 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                 (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement 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 post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

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

         (e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

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

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on January 9, 1998.

                                  INTERACTIVE MEDICAL TECHNOLOGIES, LTD.

                                  By:   /s/ Steven R. Westlund
                                     -------------------------------------------
                                     Steven R. Westlund, Chief Executive Officer
                                     and Director

                                  By:   /s/ Peter Benz
                                     -------------------------------------------
                                     Peter Benz,  President and Director

                                  By:  /s/ Owen Naccarato
                                     -------------------------------------------
                                     Owen Naccarato, Chief Executive Officer and
                                     Director
EXHIBIT INDEX

            EXHIBIT
            NUMBER                  DESCRIPTION
            -------                 -----------

            5                       Opinion of Robert Schulman, Esq. as to the
                                    legality of securities being registered.

            10.27                   The 1998 Stock Compensation Plan

            23.1                    Consent of Beckman & Associates

            23.2                    Consent of Robert Schulman, Esq. 
                                    (included in his Opinion filed as 
                                    Exhibit 5).