<PAGE>   1



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

                          Registration Number 33-93132

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

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

                           La Jolla Diagnostics, Inc.
                      ------------------------------------
                      (Full name of Registrant in Charter)


      California                                   94-2901715
      ----------                                   ----------
State of Incorporation                 IRS EMPLOYER IDENTIFICATION NUMBER

                           7777 Fay Avenue, Suite 160
                           La Jolla, California 92037
                    (Address of Principal Executive Offices)


                   1996 INCENTIVE STOCK BONUS AND OPTION PLAN
                   ------------------------------------------
                              (Full title of Plan)

                                 Donald Brucker
                           7777 Fay Avenue, Suite 160
                               La Jolla, CA 92037
                                (619) 454-6790
           ---------------------------------------------------------
           (Name, Address and Telephone Number of Agent for Service)

                        Calculation of Registration Fee
<TABLE>
<CAPTION>
 Title of securities     Amount to be        Proposed maximum      Maximum aggregate         Amount of
          to              registered        offering Price Per        registration       securities fee (1)
    be registered                                 Share
    <S>                <C>                         <C>                 <C>                      <C>
    Common Stock,      3,000,000 shares            0.31                $ 930,000                $282
    No Par Value
</TABLE>



         (1) Estimated solely for the purpose of calculating the registration
fee based upon the average bid and asked price of the Common Stock on the OTC
Electronic Bulletin Board on November 26, 1996.





<PAGE>   2



                                   Prospectus
                           La Jolla Diagnostics, Inc.

                            3,000,000 Commons Shares
                               Issuable under the
                   1996 Incentive Stock Bonus and Option Plan

         This Prospectus relates to 3,000,000 shares of common stock, no par
value (the "Common Stock"), of La Jolla Diagnostics, Inc., a California
corporation (the "Company"), issuable pursuant to 1996 Incentive Stock Bonus
and Option Plan described herein.

         The delivery of this Prospectus at any time does not imply that the
information contained herein is correct as of any time subsequent to the date
hereof.

         No person has been authorized to give any information or to make any
representation other than as contained herein in connection with the offer
contained in this  Prospectus, and, if given or made, such information or
representation must not be relied upon.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

         The date of this Prospectus is November 27, 1996.





<PAGE>   3



         DESCRIPTION OF 1996 INCENTIVE STOCK BONUS AND OPTION PLAN

         Introduction and Background

         The Board of Directors and shareholders of the Company have adopted
the 1996 Incentive Stock Bonus and Option Plan (the "Plan") whereby stock,
bonuses and incentive options to purchase shares of the Company's Common Stock
may be granted to eligible employees, directors and consultants of the Company.

         The Board of Directors has reserved 3,000,000 shares of the Company's
Common Stock for issuance in connection with stock bonuses and options granted
under the Plan.  A copy of the Plan is attached hereto as Exhibit "A." The Plan
is not qualified under nor subject to any provisions of the Employee Retirement
Security Acts of 1974 ("ERISA").

         Purpose

         The purpose of the Plan is to advance the interests of the Company and
its shareholders by providing employees, directors and consultants who have
substantial responsibility for the direction and management of the Company with
an entrepreneurial incentive to (i) provide high levels of performance, (ii)
undertake extraordinary efforts to increase the earnings of the Company, (iii)
increase their proprietary interest in the Company, and (iv) remain in the
employ and continue providing services to the Company.

         The primary reason for adopting the Plan now, is to enhance the
Company's ability to attract and retain qualified employees, directors and
consultants by providing an opportunity to acquire a proprietary interest in
the success of the Company, or increase such interest.

         Administration

         The Plan shall be administered by a committee of the Board of
Directors of the Company of not less than two directors (the "Committee").

         Subject to the provisions of the Plan, the Committee has the authority
to interpret the Plan and apply its provisions; to prescribe, to adopt, amend
or rescind rules, procedures and forms relating to the Plan, determine persons
who may participate in the Plan, determine the time at which bonuses or options
are granted under the Plan, determine the number of shares of stock to be
subject to each bonus or option and the vesting provisions of such bonuses or
options and to take any other action deemed necessary or advisable for the
administration of the Plan.

         Eligibility for the Plan.

         As of October 31, 1996 there were 16 eligible participants under the
Plan, including 2 executive officers, 2 directors and 12 other employees and
consultants.





<PAGE>   4


         Following its approval, the Plan will provide for the grant of stock
bonuses and both incentive stock options ("ISO's")   intended to qualify as
such under former Section 422A (now Section 422) of the Internal Revenue Code,
as amended, and nonstatutory stock options ("NSO's").  ISO's may be granted
only to salaried officers and full-time employees.  Any option granted that
does not meet the required conditions of an ISO (as set forth above) will be
deemed an NSO.  If any options granted under the Plan shall for any reason
expire or be canceled or otherwise terminate without having been exercised in
full, the shares allocable to the unexercised portion of such options shall
again become available for the Plan.

         Terms, Price and Transferability.

         Stock bonuses and options granted pursuant to the Plan will vest at
the time or times determined by the Committee.

         The maximum term of each option granted under the Plan is ten years.
Stock options granted under the Plan must be exercised by the optionee during
the earlier of their term or within 3 months after termination of the
optionee's employment or other relationship, except that the period may be
extended if so provided in the agreement pursuant to which the option is
granted.  During said period such option may be exercised in accordance with
its terms, but only for the number of shares with respect to which installments
have accrued and vested as set forth in the optionee's option as of the date of
termination of employment.  Unvested stock bonuses will be forfeited upon
termination of the employment or other relationship with the Company, unless
otherwise provided in the Agreement pursuant to which the bonus was granted.

         Unvested bonuses and all options under the Plan are not transferable
except by will or by the laws of descent and distribution as defined in the
Code, and options may be exercised during the lifetime of the person to whom
the option is granted only by such person or by such person's guardian or legal
representative.

         The exercise price of shares of Common Stock subject to options
qualifying as ISO's must not be less than the fair market value of the Common
Stock on the date of grant.  Under the Plan, the exercise price is payable in
cash, by check or money order, or at the discretion of the Committee by
transfer of previously acquired shares of the Company Common Stock.

         The Board of Directors intends to impose a restriction on the
transferability of shares granted as stock bonuses which will limit the resale
of such shares by the recipient of the award to no more than 50,000 shares per
calendar quarter.  Certain awards may contain additional restrictions.

         Adjustments.

         The number of shares of Common Stock subject to an option granted
under the Plan will be adjusted for any increase or decrease in the number of
issued shares of the Company resulting from the subdivision, combination or
consolidation of shares or other capital adjustment, or the





<PAGE>   5


payment of a stock dividend, stock split or other increase or decrease in the
outstanding shares insofar as effected without receipt of consideration by the
Company.

         In the event of a merger or other reorganization, all outstanding
options granted will immediately prior to, or concurrently with, such
reorganization become exercisable in full, unless the agreements with respect
to the reorganization provide for the assumption of such options, in which case
the surviving corporation shall honor such options in full.  Any such
adjustment shall be made by the Committee, whose determination as to what
adjustments shall be made, and the extent thereof, shall be final and
conclusive.  No fractional shares of stock will be issued under the Plan on
account of any such adjustment.

       Federal Income Tax Consequences of Options Under the Employee Option Plan

         The following discussion is only a summary of the principal federal
income tax consequences of the stock bonuses and options to be granted under
the Plan, and is based on existing federal law (including administrative
regulations and rulings) which is subject to change, in some cases
retroactively.  This discussion is also qualified by the particular
circumstances of individual optionees, which may substantially alter or modify
the federal income tax consequences herein discussed.

         Generally under present law, when an option qualifies as an ISO: (i)
an optionee will not realize taxable income either upon the grant or the
exercise of the option, (ii) any gain or loss upon a qualifying disposition of
the shares acquired upon exercise of the option will be treated as capital gain
or loss and (iii) no deduction will be allowed to the Company for federal
income tax purposes in connection with the grant or exercise of the option or a
qualifying disposition of the shares acquired upon exercise thereof.  A
disposition by an optionee of stock acquired upon exercise of an ISO will
constitute a qualifying disposition if it occurs more than two years after the
grant of the option and more than one year after the issuance of the shares to
the optionee.  The Company obtains no deduction in connection with the grant or
exercise of an ISO or a qualifying disposition of the shares.  If such stock is
disposed of by the optionee before the expiration of those time limits, the
transfer would be a "disqualifying disposition" and the optionee, in general,
will recognize ordinary income equal to the lesser of (i) the aggregate fair
market value of the shares as of the date of exercise less the option price or
(ii) the amount realized on the disqualifying disposition less the option
price.  Ordinary income from a disqualifying disposition will constitute
compensation for which withholding may be required under federal and state law.
Any gain in addition to the amount reportable as ordinary income from a
"disqualifying disposition" generally will be capital gain.

         Upon exercise of an ISO, the difference between the fair market value
of stock on the date of exercise and the option price generally is treated as a
"tax preference" item in that taxable year for alternative minimum tax
purposes, as are a number of other items specified by the Code.  Such tax
preference items (with adjustments) form the basis for the alternative minimum
tax, which may apply depending on the amount of the computed "regular tax" of
the employee for that year.  Under certain circumstances, the amount of
alternative minimum tax is allowed as a carry forward credit against regular
tax liability in subsequent years.





<PAGE>   6


         In the case of NSO's, no income generally is recognized by the
optionee at the time of the grant of the option.  The optionee generally will
recognize ordinary income at the time the NSO is exercised equal to the
aggregate fair market value of the shares acquired less the option price.
However, if the shares received upon the exercise of a NSO are subject to
certain restrictions, the taxable event is postponed until the restriction
lapse.  For example, if a sale of the shares at a profit would subject an
optionee to liability under Section 16(b) of the 1934 Act, the optionee
generally will recognize taxable income on the date that the optionee is no
longer subject to such liability in an amount equal to the fair market value of
the shares on such date less the option price.  Notwithstanding the foregoing,
the optionee may make a special election within thirty days of receiving
restricted shares to recognize taxable income as of the date of exercise.
Ordinary income for a NSO will constitute compensation for which withholding
may be required under federal and state law.

         Subject to special rules applicable when an optionee uses stock of the
Company to exercise an option, shares acquired upon exercise of a NSO will have
a tax basis equal to their fair market value on the exercise date or other
relevant date on which ordinary income is recognized, and the holding period
for the shares generally will begin on the date of exercise or such other
relevant date.  Upon subsequent disposition of the shares, the optionee
generally will recognize capital gain or loss.  Provided the shares are held by
the optionee for more than one year prior to disposition, such gain or loss
will be long-term capital gain or loss.

         In the case of stock bonuses, ordinary income is generally recognized
by the recipient at the time of receipt of the stock bonus unless the stock
received is nontransferable and subject to substantial risks of forfeiture.  In
the case of nontransferable and non-vested stock bonuses, the recipient will
generally recognize ordinary income at the time of vesting or the lapse of
transfer restrictions, whichever is earlier.

                 The Company will generally be entitled to a deduction equal to
the ordinary income (i.e. compensation) recognized by the recipient of a stock
bonus or by the optionee in the case of a "disqualifying disposition" of an ISO
or in connection with the exercise of a NSO provided the Company complies with
withholding requirements of federal and state law.

         Duration, Amendment and Termination

         The Committee may, from time to time, alter or suspend and at any time
discontinue the Plan.  However, no action of the Committee may, without the
approval of the shareholders of the Company, materially increase the maximum
number of shares of stock to be issued pursuant to the Plan, modify the
provisions of eligibility under the Plan, reduce the option price at which
shares of stock may be offered pursuant to options granted under the Plan,
materially increase the benefits accruing to participants under the Plan or
extend the expiration of the Plan.  Unless sooner terminated by the Committee,
the Plan will terminate ten years after the date of adoption, and no further
stock bonuses or options may be granted pursuant to such Plan following the
termination date.  Rights and obligations under any award granted pursuant to
the Plan, while it is in effect, shall not be altered or impaired by suspension
or termination of such Plan, except with the consent of the person to whom the
award was granted.





<PAGE>   7


         ADDITIONAL INFORMATION

         The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act with respect
to the securities offered by this Prospectus.  This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted from this Prospectus as permitted by the rules and
regulations of the Commission. Statements made in this Prospectus regarding the
contents of any contract, agreement or other document are not necessarily
complete.  With respect to each contract, agreement or other document filed
with the Commission as an exhibit to the Registration Statement, reference is
made to the exhibit for further information regarding the contents thereof, and
each such statement is qualified in its entirety by such reference. The
Registration Statement, including the exhibits and schedules thereto, is
available for inspection at, and copies of such materials may be obtained at
prescribed rates from, the public reference facilities maintained by the
Commission at its principal offices located at Judiciary Plaza, 450 Fifth
Street, NW, Washington, DC 20549.

         The Company is subject to the informational requirements of the
Exchange Act and in accordance without Exchange Act files reports, proxy
statements and other information with the Commission.  Such reports, proxy
statements and other information can be inspected and copied at the principal
office of the Commission set forth above.  Incorporated by reference in this
Prospectus, and subject in each case to information contained in this
Prospectus, are following documents filed by the Company with the Commission
pursuant to the Exchange Act: (1) the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1996, (2) the Company's Proxy Statement
dated September 18, 1996, and the Company's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 1996.

         Each document filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and
prior to the termination of the Plan shall be deemed to be incorporated by
reference in this Prospectus and to be a part of this Prospectus from the date
of filing of such document.  Any statement contained in a document incorporated
or deemed to be 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 such statement as modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of the full Registration Statement and any and all of the documents
incorporated by reference herein (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference in such documents).
Such request should be directed to Donald Brucker, President, La Jolla
Diagnostics, Inc., 7777 Fay Avenue, Suite 160, La Jolla, California  92037,
(619) 454-6790, facsimile (619) 454-7851.





<PAGE>   8



         PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Information incorporated by reference.

         La Jolla Diagnostics, Inc. ("the Company") hereby incorporates by
reference in this registration statement the following documents:
         (a)  The Company's latest annual report on Form 10-KSB filed pursuant
to Sections 13(a) or 5(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the Company's
latest fiscal year.
         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
         (c)  The Registrant's definitive proxy statement or the information
statement, if any, filed pursuant to Section 14 of the Exchange Act in
connection with the latest annual meeting of its stockholders, and any
definitive proxy or information statements so filed in connection with any
subsequent special meeting of its stockholders.
         (d)  All documents filed by the Registrant pursuant to Section 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 shares offered hereby have been sold or
which deregisters all shares then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents.

         Item 4.  Description of Securities

         The registrant hereby registers its common stock to be issued and
options to be granted pursuant to the 1996 Incentive Stock Bonus and Option
Plan of the Company.  The common stock to be offered hereby is registered under
Section 12 of the Exchange Act.

         Stock bonuses granted pursuant to the Plan will vest at the time or
times determined by the committee administering the Plan.  The maximum term of
each option granted under the Plan is ten years. Stock options granted under
the Plan must be exercised by the Optionee during the earlier of their term or
within three months after termination of the Optionee's employment or other
relationship, except that the period may be extended if so provided in the
agreement pursuant to which the option is granted. During said period, such
option may be exercised in accordance with its terms but only for the number of
shares with respect to which installments have been accrued and vested as set
forth in optionee's option as of the date of the termination of employment.
Unvested options under the Plan are not transferable except by will or by law
of descent and distribution as defined in the Internal Revenue Code, and
options may be exercised during the lifetime of the person to whom the option
is granted only by such person or such person's guardian or legal
representative.  The exercise of shares of common stock subject to options
qualifying as incentive stock options must not be less than the fair market
value of the common stock on the date of grant.  Under the Plan, the exercise
price is payable in cash, by check or money order, or at the direction of the
Committee by transfer of previously acquired shares of the Company common
stock.





<PAGE>   9


         Item 5.  Interests of Named Experts and Counsel

         Not applicable.

         Item 6.  Indemnification of Directors and Officers

         Section 204 of the General Corporation Law of the State of California
authorizes a corporation to adopt a provision in its articles of incorporation
eliminating the personal liability of directors to corporations and their
shareholders for monetary damages for breach or alleged breach of directors'
"duty of care."  Following a California corporation's adoption of such a
provision, its directors are not accountable to corporations and their
shareholders for monetary damages for conduct constituting negligence (or gross
negligence) in the exercise of their fiduciary duties; directors continue to be
subject to equitable remedies such as injunction or rescission.  Under
California law, a director also continues to be liable for: (1) a breach of his
or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (3) illegal payments of
dividends and (4) approval of any transaction from which a director derives an
improper personal benefit.  The adoption of such a provision in the articles of
incorporation also does not limit directors' liability for violations of the
federal securities laws.

         Section 317 of the General Corporation Law of the State of  California
makes provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for  liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933. A recent amendment to
Section  317 provides that the indemnification provided by this section is not
exclusive to the extent additional rights are authorized in a corporation's
articles of incorporation.  The Company has adopted provisions in its Bylaws
which authorize the Company to indemnify its officers, directors and other
agents to the full extent permitted by law.

         Item 7.   Exemption from Registration Claimed

         Not Applicable

         Item 8.   Exhibits

         The Exhibit Index immediately preceding the exhibits is attached
hereto and incorporated herein by reference.

         Item 9.   Undertakings

         (a)  Rule 415 Offering
         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:





<PAGE>   10


         (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;
         (iii) To include any additional or changed material information on the
plan of distribution.
         (2)  That, for the purpose of determining any liability under the
Securities Act, each 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 posteffective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

                 Filing incorporating subsequent Exchange Act documents by
reference.

         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
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.

             Request for acceleration of effective date or filing of
registration statement on Form S-8.

         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>   11



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 County of San Diego, State of California, on November
27, 1996.

La Jolla Diagnostics, Inc.


By:      /s/ Don Brucker
         President, Chief Executive Officer, Chief Financial Officer
         and Director (Principal Executive and Accounting Officer)





<PAGE>   12



POWER OF ATTORNEY

The officers and directors of La Jolla Diagnostics, Inc. whose signatures
appear below, hereby constitute and appoint Donald Brucker and Robert
Hamburger, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute
on behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.

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 indicated on November 27, 1996.

Signature
Title

/s/ Don Brucker
President, Chief  Executive Officer, Chief Financial Officer
and Director (Principal Executive and Accounting Officer)

/s/ Robert N. Hamburger, M.D.
Secretary and Director,


/s/ Stanley V. Heyman
Director,


/s/ Richard O'Connor, M.D.
Director,


/s/ Gregory S. Campbell
Director,





<PAGE>   13



EXHIBIT INDEX

4.1   1996 Incentive Stock Bonus and Option.

5.    Opinion regarding legality.

23.1  Consent of Counsel (included in Exhibit 5).

23.2  Consent of Auditors

24.   Power of Attorney (included in signature pages to this
registration statement).
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1

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

                          Registration Number 33-93132

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

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

                           La Jolla Diagnostics, Inc.
                      ------------------------------------
                      (Full name of Registrant in Charter)

      California                                   94-2901715
      ----------                                   ----------
State of Incorporation                 IRS EMPLOYER IDENTIFICATION NUMBER

                           7777 Fay Avenue, Suite 160
                           La Jolla, California 92037
                    (Address of Principal Executive Offices)

                   1996 INCENTIVE STOCK BONUS AND OPTION PLAN
                   ------------------------------------------
                              (Full title of Plan)

                                 Donald Brucker
                           7777 Fay Avenue, Suite 160
                               La Jolla, CA 92037
                                (619) 454-6790
           ---------------------------------------------------------
           (Name, Address and Telephone Number of Agent for Service)

                        Calculation of Registration Fee
Title of securities     Amount to be        Proposed maximum      Maximum aggregate         Amount of
          to              registered        offering Price Per        registration       securities fee (1)
    be registered                                 Share
Common Stock,      3,000,000 shares            0.31                $ 930,000                $282
    No Par Value
(1) Estimated solely for the purpose of calculating the registration
fee based upon the average bid and asked price of the Common Stock on the OTC
Electronic Bulletin Board on November 26, 1996.
2

                                   Prospectus
                           La Jolla Diagnostics, Inc.

                            3,000,000 Commons Shares
                               Issuable under the
                   1996 Incentive Stock Bonus and Option Plan

         This Prospectus relates to 3,000,000 shares of common stock, no par
value (the "Common Stock"), of La Jolla Diagnostics, Inc., a California
corporation (the "Company"), issuable pursuant to 1996 Incentive Stock Bonus
and Option Plan described herein.

         The delivery of this Prospectus at any time does not imply that the
information contained herein is correct as of any time subsequent to the date
hereof.

         No person has been authorized to give any information or to make any
representation other than as contained herein in connection with the offer
contained in this  Prospectus, and, if given or made, such information or
representation must not be relied upon.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

         The date of this Prospectus is November 27, 1996.
3

         DESCRIPTION OF 1996 INCENTIVE STOCK BONUS AND OPTION PLAN

         Introduction and Background

         The Board of Directors and shareholders of the Company have adopted
the 1996 Incentive Stock Bonus and Option Plan (the "Plan") whereby stock,
bonuses and incentive options to purchase shares of the Company's Common Stock
may be granted to eligible employees, directors and consultants of the Company.

         The Board of Directors has reserved 3,000,000 shares of the Company's
Common Stock for issuance in connection with stock bonuses and options granted
under the Plan.  A copy of the Plan is attached hereto as Exhibit "A." The Plan
is not qualified under nor subject to any provisions of the Employee Retirement
Security Acts of 1974 ("ERISA").

         Purpose

         The purpose of the Plan is to advance the interests of the Company and
its shareholders by providing employees, directors and consultants who have
substantial responsibility for the direction and management of the Company with
an entrepreneurial incentive to (i) provide high levels of performance, (ii)
undertake extraordinary efforts to increase the earnings of the Company, (iii)
increase their proprietary interest in the Company, and (iv) remain in the
employ and continue providing services to the Company.

         The primary reason for adopting the Plan now, is to enhance the
Company's ability to attract and retain qualified employees, directors and
consultants by providing an opportunity to acquire a proprietary interest in
the success of the Company, or increase such interest.

         Administration

         The Plan shall be administered by a committee of the Board of
Directors of the Company of not less than two directors (the "Committee").

         Subject to the provisions of the Plan, the Committee has the authority
to interpret the Plan and apply its provisions; to prescribe, to adopt, amend
or rescind rules, procedures and forms relating to the Plan, determine persons
who may participate in the Plan, determine the time at which bonuses or options
are granted under the Plan, determine the number of shares of stock to be
subject to each bonus or option and the vesting provisions of such bonuses or
options and to take any other action deemed necessary or advisable for the
administration of the Plan.

         Eligibility for the Plan.

         As of October 31, 1996 there were 16 eligible participants under the
Plan, including 2 executive officers, 2 directors and 12 other employees and
consultants.
4

         Following its approval, the Plan will provide for the grant of stock
bonuses and both incentive stock options ("ISO's")   intended to qualify as
such under former Section 422A (now Section 422) of the Internal Revenue Code,
as amended, and nonstatutory stock options ("NSO's").  ISO's may be granted
only to salaried officers and full-time employees.  Any option granted that
does not meet the required conditions of an ISO (as set forth above) will be
deemed an NSO.  If any options granted under the Plan shall for any reason
expire or be canceled or otherwise terminate without having been exercised in
full, the shares allocable to the unexercised portion of such options shall
again become available for the Plan.

         Terms, Price and Transferability.

         Stock bonuses and options granted pursuant to the Plan will vest at
the time or times determined by the Committee.

         The maximum term of each option granted under the Plan is ten years.
Stock options granted under the Plan must be exercised by the optionee during
the earlier of their term or within 3 months after termination of the
optionee's employment or other relationship, except that the period may be
extended if so provided in the agreement pursuant to which the option is
granted.  During said period such option may be exercised in accordance with
its terms, but only for the number of shares with respect to which installments
have accrued and vested as set forth in the optionee's option as of the date of
termination of employment.  Unvested stock bonuses will be forfeited upon
termination of the employment or other relationship with the Company, unless
otherwise provided in the Agreement pursuant to which the bonus was granted.

         Unvested bonuses and all options under the Plan are not transferable
except by will or by the laws of descent and distribution as defined in the
Code, and options may be exercised during the lifetime of the person to whom
the option is granted only by such person or by such person's guardian or legal
representative.

         The exercise price of shares of Common Stock subject to options
qualifying as ISO's must not be less than the fair market value of the Common
Stock on the date of grant.  Under the Plan, the exercise price is payable in
cash, by check or money order, or at the discretion of the Committee by
transfer of previously acquired shares of the Company Common Stock.

         The Board of Directors intends to impose a restriction on the
transferability of shares granted as stock bonuses which will limit the resale
of such shares by the recipient of the award to no more than 50,000 shares per
calendar quarter.  Certain awards may contain additional restrictions.

         Adjustments.

         The number of shares of Common Stock subject to an option granted
under the Plan will be adjusted for any increase or decrease in the number of
issued shares of the Company resulting from the subdivision, combination or
consolidation of shares or other capital adjustment, or the
5

payment of a stock dividend, stock split or other increase or decrease in the
outstanding shares insofar as effected without receipt of consideration by the
Company.

         In the event of a merger or other reorganization, all outstanding
options granted will immediately prior to, or concurrently with, such
reorganization become exercisable in full, unless the agreements with respect
to the reorganization provide for the assumption of such options, in which case
the surviving corporation shall honor such options in full.  Any such
adjustment shall be made by the Committee, whose determination as to what
adjustments shall be made, and the extent thereof, shall be final and
conclusive.  No fractional shares of stock will be issued under the Plan on
account of any such adjustment.

       Federal Income Tax Consequences of Options Under the Employee Option Plan

         The following discussion is only a summary of the principal federal
income tax consequences of the stock bonuses and options to be granted under
the Plan, and is based on existing federal law (including administrative
regulations and rulings) which is subject to change, in some cases
retroactively.  This discussion is also qualified by the particular
circumstances of individual optionees, which may substantially alter or modify
the federal income tax consequences herein discussed.

         Generally under present law, when an option qualifies as an ISO: (i)
an optionee will not realize taxable income either upon the grant or the
exercise of the option, (ii) any gain or loss upon a qualifying disposition of
the shares acquired upon exercise of the option will be treated as capital gain
or loss and (iii) no deduction will be allowed to the Company for federal
income tax purposes in connection with the grant or exercise of the option or a
qualifying disposition of the shares acquired upon exercise thereof.  A
disposition by an optionee of stock acquired upon exercise of an ISO will
constitute a qualifying disposition if it occurs more than two years after the
grant of the option and more than one year after the issuance of the shares to
the optionee.  The Company obtains no deduction in connection with the grant or
exercise of an ISO or a qualifying disposition of the shares.  If such stock is
disposed of by the optionee before the expiration of those time limits, the
transfer would be a "disqualifying disposition" and the optionee, in general,
will recognize ordinary income equal to the lesser of (i) the aggregate fair
market value of the shares as of the date of exercise less the option price or
(ii) the amount realized on the disqualifying disposition less the option
price.  Ordinary income from a disqualifying disposition will constitute
compensation for which withholding may be required under federal and state law.
Any gain in addition to the amount reportable as ordinary income from a
"disqualifying disposition" generally will be capital gain.

         Upon exercise of an ISO, the difference between the fair market value
of stock on the date of exercise and the option price generally is treated as a
"tax preference" item in that taxable year for alternative minimum tax
purposes, as are a number of other items specified by the Code.  Such tax
preference items (with adjustments) form the basis for the alternative minimum
tax, which may apply depending on the amount of the computed "regular tax" of
the employee for that year.  Under certain circumstances, the amount of
alternative minimum tax is allowed as a carry forward credit against regular
tax liability in subsequent years.
6

         In the case of NSO's, no income generally is recognized by the
optionee at the time of the grant of the option.  The optionee generally will
recognize ordinary income at the time the NSO is exercised equal to the
aggregate fair market value of the shares acquired less the option price.
However, if the shares received upon the exercise of a NSO are subject to
certain restrictions, the taxable event is postponed until the restriction
lapse.  For example, if a sale of the shares at a profit would subject an
optionee to liability under Section 16(b) of the 1934 Act, the optionee
generally will recognize taxable income on the date that the optionee is no
longer subject to such liability in an amount equal to the fair market value of
the shares on such date less the option price.  Notwithstanding the foregoing,
the optionee may make a special election within thirty days of receiving
restricted shares to recognize taxable income as of the date of exercise.
Ordinary income for a NSO will constitute compensation for which withholding
may be required under federal and state law.

         Subject to special rules applicable when an optionee uses stock of the
Company to exercise an option, shares acquired upon exercise of a NSO will have
a tax basis equal to their fair market value on the exercise date or other
relevant date on which ordinary income is recognized, and the holding period
for the shares generally will begin on the date of exercise or such other
relevant date.  Upon subsequent disposition of the shares, the optionee
generally will recognize capital gain or loss.  Provided the shares are held by
the optionee for more than one year prior to disposition, such gain or loss
will be long-term capital gain or loss.

         In the case of stock bonuses, ordinary income is generally recognized
by the recipient at the time of receipt of the stock bonus unless the stock
received is nontransferable and subject to substantial risks of forfeiture.  In
the case of nontransferable and non-vested stock bonuses, the recipient will
generally recognize ordinary income at the time of vesting or the lapse of
transfer restrictions, whichever is earlier.

                 The Company will generally be entitled to a deduction equal to
the ordinary income (i.e. compensation) recognized by the recipient of a stock
bonus or by the optionee in the case of a "disqualifying disposition" of an ISO
or in connection with the exercise of a NSO provided the Company complies with
withholding requirements of federal and state law.

         Duration, Amendment and Termination

         The Committee may, from time to time, alter or suspend and at any time
discontinue the Plan.  However, no action of the Committee may, without the
approval of the shareholders of the Company, materially increase the maximum
number of shares of stock to be issued pursuant to the Plan, modify the
provisions of eligibility under the Plan, reduce the option price at which
shares of stock may be offered pursuant to options granted under the Plan,
materially increase the benefits accruing to participants under the Plan or
extend the expiration of the Plan.  Unless sooner terminated by the Committee,
the Plan will terminate ten years after the date of adoption, and no further
stock bonuses or options may be granted pursuant to such Plan following the
termination date.  Rights and obligations under any award granted pursuant to
the Plan, while it is in effect, shall not be altered or impaired by suspension
or termination of such Plan, except with the consent of the person to whom the
award was granted.
7

         ADDITIONAL INFORMATION

         The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act with respect
to the securities offered by this Prospectus.  This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted from this Prospectus as permitted by the rules and
regulations of the Commission. Statements made in this Prospectus regarding the
contents of any contract, agreement or other document are not necessarily
complete.  With respect to each contract, agreement or other document filed
with the Commission as an exhibit to the Registration Statement, reference is
made to the exhibit for further information regarding the contents thereof, and
each such statement is qualified in its entirety by such reference. The
Registration Statement, including the exhibits and schedules thereto, is
available for inspection at, and copies of such materials may be obtained at
prescribed rates from, the public reference facilities maintained by the
Commission at its principal offices located at Judiciary Plaza, 450 Fifth
Street, NW, Washington, DC 20549.

         The Company is subject to the informational requirements of the
Exchange Act and in accordance without Exchange Act files reports, proxy
statements and other information with the Commission.  Such reports, proxy
statements and other information can be inspected and copied at the principal
office of the Commission set forth above.  Incorporated by reference in this
Prospectus, and subject in each case to information contained in this
Prospectus, are following documents filed by the Company with the Commission
pursuant to the Exchange Act: (1) the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1996, (2) the Company's Proxy Statement
dated September 18, 1996, and the Company's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 1996.

         Each document filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and
prior to the termination of the Plan shall be deemed to be incorporated by
reference in this Prospectus and to be a part of this Prospectus from the date
of filing of such document.  Any statement contained in a document incorporated
or deemed to be 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 such statement as modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of the full Registration Statement and any and all of the documents
incorporated by reference herein (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference in such documents).
Such request should be directed to Donald Brucker, President, La Jolla
Diagnostics, Inc., 7777 Fay Avenue, Suite 160, La Jolla, California  92037,
(619) 454-6790, facsimile (619) 454-7851.
8

         PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Information incorporated by reference.

         La Jolla Diagnostics, Inc. ("the Company") hereby incorporates by
reference in this registration statement the following documents:
         (a)  The Company's latest annual report on Form 10-KSB filed pursuant
to Sections 13(a) or 5(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the Company's
latest fiscal year.
         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
         (c)  The Registrant's definitive proxy statement or the information
statement, if any, filed pursuant to Section 14 of the Exchange Act in
connection with the latest annual meeting of its stockholders, and any
definitive proxy or information statements so filed in connection with any
subsequent special meeting of its stockholders.
         (d)  All documents filed by the Registrant pursuant to Section 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 shares offered hereby have been sold or
which deregisters all shares then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents.

         Item 4.  Description of Securities

         The registrant hereby registers its common stock to be issued and
options to be granted pursuant to the 1996 Incentive Stock Bonus and Option
Plan of the Company.  The common stock to be offered hereby is registered under
Section 12 of the Exchange Act.

         Stock bonuses granted pursuant to the Plan will vest at the time or
times determined by the committee administering the Plan.  The maximum term of
each option granted under the Plan is ten years. Stock options granted under
the Plan must be exercised by the Optionee during the earlier of their term or
within three months after termination of the Optionee's employment or other
relationship, except that the period may be extended if so provided in the
agreement pursuant to which the option is granted. During said period, such
option may be exercised in accordance with its terms but only for the number of
shares with respect to which installments have been accrued and vested as set
forth in optionee's option as of the date of the termination of employment.
Unvested options under the Plan are not transferable except by will or by law
of descent and distribution as defined in the Internal Revenue Code, and
options may be exercised during the lifetime of the person to whom the option
is granted only by such person or such person's guardian or legal
representative.  The exercise of shares of common stock subject to options
qualifying as incentive stock options must not be less than the fair market
value of the common stock on the date of grant.  Under the Plan, the exercise
price is payable in cash, by check or money order, or at the direction of the
Committee by transfer of previously acquired shares of the Company common
stock.
9

         Item 5.  Interests of Named Experts and Counsel

         Not applicable.

         Item 6.  Indemnification of Directors and Officers

         Section 204 of the General Corporation Law of the State of California
authorizes a corporation to adopt a provision in its articles of incorporation
eliminating the personal liability of directors to corporations and their
shareholders for monetary damages for breach or alleged breach of directors'
"duty of care."  Following a California corporation's adoption of such a
provision, its directors are not accountable to corporations and their
shareholders for monetary damages for conduct constituting negligence (or gross
negligence) in the exercise of their fiduciary duties; directors continue to be
subject to equitable remedies such as injunction or rescission.  Under
California law, a director also continues to be liable for: (1) a breach of his
or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (3) illegal payments of
dividends and (4) approval of any transaction from which a director derives an
improper personal benefit.  The adoption of such a provision in the articles of
incorporation also does not limit directors' liability for violations of the
federal securities laws.

         Section 317 of the General Corporation Law of the State of  California
makes provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for  liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933. A recent amendment to
Section  317 provides that the indemnification provided by this section is not
exclusive to the extent additional rights are authorized in a corporation's
articles of incorporation.  The Company has adopted provisions in its Bylaws
which authorize the Company to indemnify its officers, directors and other
agents to the full extent permitted by law.

         Item 7.   Exemption from Registration Claimed

         Not Applicable

         Item 8.   Exhibits

         The Exhibit Index immediately preceding the exhibits is attached
hereto and incorporated herein by reference.

         Item 9.   Undertakings

         (a)  Rule 415 Offering
         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:
10

         (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;
         (iii) To include any additional or changed material information on the
plan of distribution.
         (2)  That, for the purpose of determining any liability under the
Securities Act, each 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 posteffective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

                 Filing incorporating subsequent Exchange Act documents by
reference.

         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
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.

             Request for acceleration of effective date or filing of
registration statement on Form S-8.

         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.
11

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 County of San Diego, State of California, on November
27, 1996.

La Jolla Diagnostics, Inc.

By:      /s/ Don Brucker
         President, Chief Executive Officer, Chief Financial Officer
         and Director (Principal Executive and Accounting Officer)
12

POWER OF ATTORNEY

The officers and directors of La Jolla Diagnostics, Inc. whose signatures
appear below, hereby constitute and appoint Donald Brucker and Robert
Hamburger, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute
on behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.

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 indicated on November 27, 1996.

Signature
Title

/s/ Don Brucker
President, Chief  Executive Officer, Chief Financial Officer
and Director (Principal Executive and Accounting Officer)

/s/ Robert N. Hamburger, M.D.
Secretary and Director,

/s/ Stanley V. Heyman
Director,

/s/ Richard O'Connor, M.D.
Director,

/s/ Gregory S. Campbell
Director,
13

EXHIBIT INDEX

4.1   1996 Incentive Stock Bonus and Option.

5.    Opinion regarding legality.

23.1  Consent of Counsel (included in Exhibit 5).

23.2  Consent of Auditors

24.   Power of Attorney (included in signature pages to this
registration statement).