As filed with the Securities and Exchange Commission on May 15, 1997.

                                                            File No. 33-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                           HEALTH PROFESSIONALS, INC.
               (Exact name of issuer as specified in its charter)

            Delaware                                         11-3076108
  (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                      Identification No.)

     515 East Las Olas Blvd.
         Suite 1600
    Fort Lauderdale, Florida                                   33301
(Address of principal executive offices)                     (Zip Code)

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

                            CONSULTING AGREEMENT WITH
                          THOMAS CAPITAL FUNDING GROUP

                           COMPENSATION AGREEMENT WITH
                             ROMANIK AND LAVIN, P.A.
                                       and
                           COMPENSATION AGREEMENT WITH
                      ATLAS, PEARLMAN, TROP & BORKSON, P.A.
                           ---------------------------
                            (Full title of the plan)


                            William Reiter, President
                       515 East Las Olas Blvd., Suite 1600
                         Fort Lauderdale, Florida 33301
                          Telephone No.: (954) 766-2552
                     (Name and address of agent for service)

                                    Copy to:

                            Charles B. Pearlman, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200

<PAGE>

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

Common Stock
($.02 par value)      300,000 shares    $1.25      $375,000      $113.64

================================================================================

(1)   Pursuant to Rule 457(h),  the maximum  offering price was calculated based
      upon the closing price of the Company's Common Stock on the American Stock
      Exchange on May 13, 1996.

































                                      2


<PAGE>



                          HEALTH PROFESSIONALS, INC.

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



            Form S-8 Item Number
                and Caption                          Caption in Prospectus
            --------------------                     ---------------------
                                                
 1.   Forepart of Registration State-                Facing Page of Registration
      ment and Outside Front Cover                   Statement and Cover Page of
      Page of Prospectus                             Prospectus
                                                
 2.   Inside Front and Outside Back                  Inside Cover Page of Pro-
      Cover Pages of Prospectus                      spectus and Outside Cover
                                                     Page of Prospectus
                                                
 3.   Summary Information, Risk Fac-                 Not Applicable
      tors and Ratio of Earnings to             
      Fixed Charges                             
                                                
 4.   Use of Proceeds                                Not Applicable
                                                
 5.   Determination of Offering Price                Not Applicable
                                                
 6.   Dilution                                       Not Applicable
                                                
 7.   Selling Security Holders                       Sales by Selling Security
                                                     Holders
                                                
 8.   Plan of Distribution                           Cover Page of Prospectus
                                                     and Sales by Selling
                                                     Security Holders
                                                
 9.   Description of Securities to be                Description of Securities;
      Registered                                     Consulting Agreements
                                                
10.   Interests of Named Experts and                 Legal Matters
      Counsel                                   
                                                
11.   Material Changes                               Not Applicable
                                                
12.   Incorporation of Certain Infor-                Incorporation of Certain
      mation by Reference                            Documents by Reference
                                                
13.   Disclosure of Commission Posi-                 Indemnification of Direc-
      tion on Indemnification for                    tors and Officers; Under-
      Securities Act Liabilities                     takings
                                                
                                           
                                   
                                      3


<PAGE>

PROSPECTUS
                           HEALTH PROFESSIONALS, INC.

                         300,000 Shares of Common Stock
                                ($.02 par value)

                               Issued Pursuant to
                    the Company's Consulting Agreements with
                          Thomas Capital Funding Group
                        and Compensation Agreements with
                           Romanik and Lavin, P.A. and
                      Atlas, Pearlman, Trop & Borkson, P.A.

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 300,000  shares of Common Stock,  $.02 par value (such shares being
referred to as the "Shares"),  of Health  Professionals,  Inc. (the "Company" or
"HPI") which have been issued to (i) Thomas Capital Funding Group ("Thomas"),  a
consultant  to the Company  pursuant  to a written  Consulting  Agreement  dated
February 1, 1997 (the "Thomas Consulting Agreement"), providing for the issuance
of 100,000 Shares;  and (ii) 100,000 Shares to Romanik and Lavin,  P.A.  ("R&L")
and 100,000 to Atlas, Pearlman, Trop & Borkson, P.A. ("APT&B"),  both counsel to
the Company,  pursuant to written  compensation  agreements  (the  "Compensation
Agreements").  Thomas may be sometimes  referred to as the  "Consultant" and the
Thomas Consulting Agreement may be referred to as the "Consulting Agreement." In
addition,  the  Consultant,   R&L  and  APT&B,  in  their  capacity  as  selling
shareholders,  may  sometimes  hereafter  be  collectively  referred  to as  the
"Selling  Security  Holders."  All of the Shares  are being or have been  issued
pursuant to written consulting agreements.

        The Company has been advised by the Selling  Security  Holders that they
may  sell  all  or  a  portion  of  the   Shares   from  time  to  time  in  the
over-the-counter market, in negotiated transactions, directly or through brokers
or otherwise,  and that such Shares will be sold at market prices  prevailing at
the time of such sales or at negotiated prices, and the Company will not receive
any proceeds from such sales.  The Shares are subject to listing on The American
Stock Exchange.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the Shares  issuable under the terms of the  Agreements  shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
                                _______________

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

      THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

               The date of this Prospectus is ___________, 1997.

                                        4

<PAGE>



                             AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's Common Stock is traded on the American Stock Exchange under the symbol
"HPI."

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the  "Act"),  with respect to the resale of up to an aggregate of up to 300,000
Shares of the Company's Common Stock, to be issued to Consultants of the Company
and pursuant to written Consulting Agreements of HPI. This Prospectus,  which is
Part I of the Registration Statement, omits certain information contained in the
Registration Statement.  For further information with respect to the Company and
the Shares of the Common Stock offered by this Prospectus,  reference is made to
the Registration Statement,  including the exhibits thereto.  Statements in this
Prospectus as to any document are not necessarily  complete,  and where any such
document  is an exhibit to the  Registration  Statement  or is  incorporated  by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      1.    The  Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 1996.

      2.    The Company's Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 1996.

      3.    All reports and documents  filed by the Company  pursuant to Section
13, 14 or 15(d) of the  Exchange  Act,  prior to the filing of a  post-effective


                                        5


<PAGE>


amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests  for such  copies  should be directed to  Corporate  Secretary,  Health
Professionals,  Inc.,  515 East Las Olas  Blvd.,  Suite 1600,  Fort  Lauderdale,
Florida 33301.


                                   THE COMPANY

      The  Company  was formed  pursuant to the laws of the State of New York ln
1975 under the name Health Extension  Services,  Inc. In fiscal 1986,  following
the merger of its primary operating  subsidiary into itself, the Company changed
its  name to  Professional  Care,  Inc.  ("PCI").  On  November  25,  1991,  the
shareholders  of the Company  approved a merger and  restructuring  whereby each
share of PCI common  stock was  exchanged  for a share of common stock of Health
Professionals,  Inc. ("HPI"),  a Delaware  corporation formed on August 12, 1991
for the purpose of the  restructuring.  PCI became a wholly-owned  subsidiary of
HPI, and the existing  subsidiaries of PCI also became  subsidiaries of HPI. HPI
and late subsidiaries (and any subsidiaries of such  subsidiaries) are sometimes
hereinafter  collectively referred to as the "Company." The executive offices of
the  Company  are  located  at 515 East Las Olas  Boulevard,  Suite  1600,  Fort
Lauderdale, Florida 33301. The Company's telephone number is (305) 766-2552.

      In  December,  1991,  the  Company  acquired  100% of Center  for  Special
Immunology,  Inc.  ("CSI")  and its  subsidiaries  which have  since  become the
primary  operating  businesses  of  the  Company.  CSI,  owns  and  operates  an
integrated  health care  delivery and clinical  research  system that includes a
multi-state  network,  operating  in 8  states,  of  primary  care and  clinical
research  facilities   specializing  in  immune  system  disorders,   consisting
primarily of HIV, AIDS and Chronic Fatigue Immune Dysfunction  Syndrome (CFIDS).
The network also conducts  multi-center trials in cooperation with biotechnology












                                      6

<PAGE>


and  pharmaceutical  companies.  CSI was  founded in 1986 by William M.  Reiter,
M.D.,  FACP,  and Paul J.  Cimoch,  M.D.,  FACP,  who are  both  internationally
recognized research  physicians.  Dr. Reiter is currently Chairman of the Board,
President  and Chief  Executive  Officer  of the  Company  and Dr.  Cimoch is an
officer of CSI.

      The  Company  and its  subsidiary,  CSI,  were the  subject of a number of
adverse  newspaper  articles  commencing  in May 1993.  The source of certain of
these negative  articles was a former  shareholder/employee  of CSI who had been
attempting  to  gain  a  financial  settlement  from  the  Company.  The  former
shareholder/employee,  who  had no  responsibilities  for  medical  or  research
activities  during his  employment,  contacted the Food and Drug  Administration
(FDA) in 1993 and alleged that a CSI affiliated  medical practice falsified data
in a 1989 study,  two years prior to CSI's  acquisition by the Company.  The FDA
concluded its inquiry into this matter  during 1994 and issued a warning  letter
to communicate their findings.  Certain deficiencies in record-keeping practices
were noted in the warning  letter which have been  corrected and the Company has
begun receiving new contracts to perform FDA studies.  The Company believes that
this adverse  publicity  had the impact of causing a decline in patient flow and
temporarily halted the procurement of new clinical trials contracts and caused a
decrease in the price of the Company's  Common Stock,  all both of which limited
the  availability  of the capital  required to add new  facilities  and diverted
management's attentions towards defending the Company.

      A.    CONTINUING OPERATIONS
            ---------------------

      General
      -------

      CSI owns and  operates an  integrated  health care  delivery  and clinical
research system that includes a multi-state network of primary care and clinical
research facilities specializing in immune system disorders consisting primarily
of HIV, AIDS and CFIDS. The network also conducts  multi-center  clinical trials
in cooperation with  biotechnology  and  pharmaceutical  companies.  The Company
became  engaged in this health care  delivery and research  business in December
1991,  when it  acquired  all of the stock of CSI.  CSI was  founded  in 1986 by
William M.  Reiter,  MD,  FACP and Paul J.  Cimoch,  MD,  FACP,  internationally
recognized research physicians.

      Historical  outcomes  analysis  has  demonstrated  that the  course of HIV
disease  can  be  profoundly  and  positively   altered  by  the  use  of  early
intervention   strategies   and  by  preventive   treatment   directed   against
opportunistic  infections.   Through  its  efforts  in  research  and  practical
application,  CSI has  developed  protocols  for the  treatment of HIV patients.
These  protocols  specify the  treatments  and  therapies  to be provided to HIV
patients,   depending  on  the  stage  of  the  disease  as   determined   by  a

                                        7


<PAGE>


multi-parametric  evaluation of clinical status,  viral activity and immunologic
function.  Treatment  of HIV  patients  at CSI  facilities  by their  affiliated
physicians is offered in accordance with these protocols. CSI has also developed
research protocols which govern the processes and record keeping practices to be
followed in specified  studies performed by CSI. These studies may be undertaken
at CSI's  initiative or in  conjunction  with a separate  organization  (e.g., a
pharmaceutical company), which would typically finance the study and pay certain
fees to CSI in return for conducting its portion of the clinical trial.

      CFIDS is believed to result from a genetic failing occurring in the immune
response genes. This defect, when coupled with certain viral infections or other
activating factors, leads to a state of chronic immune activation,  which causes
a variety of symptoms,  including profound fatigue.  CSI has developed treatment
protocols for chronic  fatigue  patients,  the goal of which is to rebalance the
immune system or otherwise alleviate symptoms.

      Services provided by CSI (including its CSI Clinical  Laboratories,  Inc.,
and CSI Therapeutics, Inc., CSI Clinical Trials, Inc. and CSI Managed Care, Inc.
subsidiaries)  have accounted for all of the Company's  operating  revenues from
continuing  operations  since the Company  acquired CSI. After acquiring CSI and
its  two  (2)  operating  facilities,  the  Company  has  opened  three  (3) new
facilities  and has entered  into  independent  affiliation  agreements  with an
additional thirteen (13) facilities.

      Organization and Operation
      --------------------------

      The Company  through CSI owns and  operates 5  facilities  located in Fort
Lauderdale,  Florida; Miami, Florida; Chicago,  Illinois; Irvine, California and
San  Diego,   California.   CSI  Clinical  Laboratories,   Inc.  ("CSI  Clinical
Laboratories")  is  a  licensed  clinical  laboratory  that  currently  provides
services exclusively to CSI's clinical facilities. CSI Therapeutics,  Inc. ("CSI
Therapeutics") provides pharmaceutical distribution, home care and infusion care
in connection with the operation of CSI's facilities.  CSI Clinical Trials, Inc.
("CSI Clinical Trials") conducts  multi-center clinical trials for biotechnology
and pharmaceutical  companies as well as its own internally  developed treatment
protocols. CSI Managed Care, Inc. ("CSI Managed Care") markets and administrates
managed care contracts  with third party payors,  including  preferred  provider
organizations, health maintenance organizations and self insured organizations.

      Each of the five (5) Company owned  facilities is owned by a  wholly-owned
subsidiary of CSI. A medical professional  association (the "PC") enters into an
Independent  Practice  Affiliation  Agreement  (IPAA)  with CSI to  utilize  the
facility in order to provide care to its patients with immunological and related
diseases.


                                        8


<PAGE>




      Support Services
      ----------------

      In addition to providing and updating  treatment  and research  protocols,
CSI also offers  other  support  services  to its  facilities.  These  currently
include laboratory, pharmaceutical distribution, home care, out-patient infusion
services, clinical trial services and a managed care network.

      1.    LABORATORY  SERVICES:   CSI  Clinical  Laboratories  is  a  licensed
            clinical  laboratory,  operated to research standards.  It currently
            provides services  exclusively to CSI clinical  facilities and CSI's
            Privately  Owned  Facility  Independent  Practice  Affiliates.   The
            laboratory specializes in hematology,  immunogenetics and diagnostic
            immunology;   with  particular  expertise  in  flow  cytometery  and
            immunoassay.  General  laboratory work is provided by a sub-contract
            with a national  reference  laboratory.  Laboratory result reporting
            from  all   sources  is   through   CSI's   integrated   information
            technologies  system. All information is archived in relational data
            bases,  enabling  customized  clinical  presentation  and  post  hoc
            research analysis.

      2.    THERAPEUTIC  SERVICES:  CSI Therapeutics is the umbrella  subsidiary
            for  pharmaceutical  distribution,  home  care  and  infusion  care.
            Parenteral pharmaceutical distribution is made to PA's for in office
            use  of  injectable  medications  by  the  PA.  Oral  pharmaceutical
            distribution  is made to PA's for dispensing by the PA in accordance
            with  applicable  regulation~.  Home  health  care  and  out-patient
            infusion  care is  available  to  patients  of the PA  through  CSI,
            primarily  via  a  national   sub-contract   arrangements   with  an
            unaffiliated home health care companies.

      3.    CSI CLINICAL  TRIALS:  CSI's Clinical Trials Division is responsible
            for protocol  review,  budget  development  and  presentation to the
            clinical  network of all Clinical Trials  conducted for biotechnical
            or pharmaceutical companies or CSI's internally developed protocols.
            Research physicians and protocol  specialists in the Clinical Trials
            Division oversee study initiation, quality assurance, administrative
            and regulatory  matters.  All source  documentation from study sites
            utilizing CSI's  Affiliated  Physicians  Network will be captured on
            CSI Information Technologies System clinical and research templates.
            Data will be monitored centrally,  automatically  extracted to study
            case report forms and transferred to sponsors for interim  analysis.
            Manual  transcription  of data from source  documents to case report
            forms and to the sponsor's computer data bases will be obviated. All
            information  will  be  transformed  into  electronic  records,  with
            security   standards   making  them  acceptable  for  submission  to
            governmental regulatory agencies.
                                
                                        9


<PAGE>


      4.    CSI MANAGED CARE:  CSI Managed Care,  Inc.  markets and  administers
            discounted fee for service  relationships with third party insurers,
            preferred provider organizations,  health maintenance  organizations
            and self insured organizations.  Once negotiated,  the contracts are
            made available to CSI's Independent  Affiliated  Physicians  Network
            whose  physicians  have the  opportunity  to accept or  decline  the
            contract.  Once it has accepted a contract,  the Affiliate agrees to
            honor the fee  structure  throughout  its  term.  In  addition,  CSI
            Managed Care, Inc. has entered into a Data  Management  Analysis and
            Royalty  Agreement  with  CHOE,  a  wholly-owned  subsidiary  of the
            Bristol-Myers  Squibb Company under which CSI has received  $350,000
            of income for the sale of its historical data on treatment  outcomes
            for various treatment protocols. CSI Managed Care intends to develop
            capitated  care programs which can be marketed  independently  or in
            conjunction with pharmaceutical and other service providers.

      Marketing
      ---------

      CSI  targets its  marketing  efforts to a number of  audiences,  including
third party payors,  prospective  patients,  physicians,  and pharmaceutical and
biotechnology  companies.  Marketing to prospective patients is primarily in the
form of media  advertising  and  seminars  conducted  for  appropriate  consumer
groups.  CSI maintains its presence among  physicians  through articles in trade
journals written by CSI physicians as well as through  presentations at domestic
and international  conventions.  Currently,  CSI estimates that new patients are
generated equally from three sources: media advertising, physician referrals and
word-of-mouth referrals from current patients.

      CSI  continues  to direct its  marketing  efforts to address  third  party
insurance  companies,  preferred  provider  organizations,   health  maintenance
organizations,  and self-insured  companies including the negotiation of managed
care contracts with some of these groups.

      In  addition  to the above,  the  Company  also  markets  its  services to
pharmaceutical and biotechnology  companies in an effort to generate  additional
revenues by performing  research studies for those companies.  Marketing efforts
in this area consist  primarily of meetings with  executives  of such  companies
where CSI marketing personnel can demonstrate that due to its large patient base
as well as the successful completion of similar studies in the past, CSI is well
suited  to  perform  studies   required  by  health  care  companies  to  obtain
governmental  approval for new drugs or other  therapies  geared toward patients
with immunological and related diseases.





                                       10


<PAGE>



      The  Company's   strategy  is  to  expand  its  clinical  network  through
affiliation with established  physician  practices,  to actively pursue clinical
research  studies and to contract with managed care  companies and  self-insured
employers.  The Company  feels that this  approach  offers  long term  strategic
advantages  to  facilitate  growth as the market for  immunologic  research  and
treatment continues to rapidly expand.

CONSULTING AGREEMENT WITH THOMAS

      On February 1, 1997, the Company entered into a Consulting  Agreement with
Thomas,  pursuant to which the Company  agreed to issue 300,000 Shares of Common
Stock of the Company in consideration for consulting  services to be provided to
the Company over an anticipated  three-year  period commencing as of the date of
the agreement.  The term of the Consulting  Agreement will be three years unless
sooner terminated as provided therein.  Under the terms of the Thomas Consulting
Agreement,  Thomas is to undertake  for and consult with the Company  concerning
management, marketing, strategic planning, corporate organization and structure,
expansion  of services  and shall  review and advise the Company  regarding  its
overall progress, needs and condition.

      In particular,  Rubin shall provide the following enumerated services: (i)
implementation  of short term and long term business and  financial  planning in
order  to  fully   develop  the  Company's   assets,   resources  and  services,
particularly  as such relates to the European  Community and the Far East;  (ii)
implementation  of a marketing  program to assist the Company in broadening  the
worldwide  markets  for its  business  and  services  and to  promote  its image
worldwide;  (iii) assist the Company in monitoring the services  rendered by its
outside  consultants  and  contractors;(iv)  advise the Company  relative to the
continued development of a stockholder relations program; (v) assist the Company
in  developing  programs and  resources to enable and enhance its  capacities to
secure  regulatory  approvals  on a worldwide  basis;(vi)  advise and assist the
Company in identifying, evaluating and structuring business combinations.

COMPENSATION AGREEMENTS

      On April 17, 1997, the Company entered into an Agreement with R&L, whereby
the  Company  agreed  to  issue  R&L  100,000  shares  of its  Common  Stock  as
compensation  for  certain  legal  services  rendered  and to be rendered to the
Company.

      On March 27,  1997,  the Company  entered  into an  Agreement  with APT&B,
whereby the Company  agreed to issue APT&B 100,000 shares of its Common Stock as
compensation  for  certain  legal  services  rendered  and to be rendered to the
Company.





                                       11


<PAGE>




FEDERAL INCOME TAX EFFECTS

      The following  discussion applies to the stock issued under the Consulting
and  Compensation  Agreements  and is  based  on  federal  income  tax  laws and
regulations  in effect on March 31,  1997.  In  connection  with the issuance of
stock as compensation  payable under the  Agreements,  these must be included in
gross income the excess of the fair market value of the property  received  over
the amount, if any, paid for the property in the first taxable year in which the
Consultant's  beneficial interest in the property either is "transferable" or is
not  subject  to a  "substantial  risk of  forfeiture."  A  substantial  risk of
forfeiture  exists  where  rights and property  that have been  transferred  are
conditioned,  directly or indirectly, upon the future performance (or refraining
from performance) of substantial  services by any person, or the occurrence of a
condition  related  to the  purpose  of the  transfer,  and the  possibility  of
forfeiture is substantial if such condition is not satisfied.  Stock received by
a person who is subject to the short swing profit recovery rule of Section 16(b)
of the  Securities  Exchange Act of 1934 is considered  subject to a substantial
risk of  forfeiture  so long as the  sale of such  property  at a  profit  could
subject the  stockholder  to suit under that section.  The rights are treated as
transferable if and when they can sell, assign, pledge or otherwise transfer any
interest in the stock to any person.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of any Shares of stock must be made in  compliance  with  federal
and state securities laws.  Officers,  directors and 10% or greater stockholders
of the Company, as well as certain other persons or parties who may be deemed to
be  "affiliates"  of the Company under the Federal  Securities  Laws,  should be
aware that  resales by  affiliates  can only be made  pursuant  to an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITY HOLDERS

      The following table sets forth the name of the Selling  Security  Holders,
the amount of Shares of Common Stock held  directly or  indirectly,  the maximum
amount of Shares of Common Stock to be offered by the Selling Security  Holders,
the amount of Common Stock to be owned by the Selling Security Holders following
sale of such Shares of Common Stock and the percentage of Shares of Common Stock






                                       12


<PAGE>


to be  owned  by the  Selling  Security  Holders  following  completion  of such
offering (based on 4,352,267  Shares of Common Stock of the Company  outstanding
at May 2, 1997).

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

Thomas Capital
Funding Group         100,000     100,000         -0-              ---

Romanik and
Lavin, P.A.           100,000     100,000         -0-              ---

Atlas, Pearlman,
Trop & Borkson, P.A.  100,000     100,000         -0-              ---


                            DESCRIPTION OF SECURITIES

COMMON STOCK

      The Company is authorized by its  Certificate  of  Incorporation  to issue
25,000,000  Shares of Common Stock, par value $.02 per Share, of which 4,352,267
were  outstanding as of May 2, 1997.  The holders of the Company's  Common Stock
are  entitled to receive  dividends  at such time and in such  amounts as may be
determined  by the  Company's  Board  of  Directors,  and upon  liquidation  are
entitled  to share  ratably in the  assets of the  Company  remaining  after the
payment of all debts and other liabilities.

      All Shares of the Company  Common  Stock have equal  voting  rights,  each
Share being entitled to one vote per Share for the election of Directors and for
all  other  purposes.  Holders  of such  Common  Stock are not  entitled  to any
preemptive rights to purchase or subscribe for any of the Company's  securities.
All of the  Company's  Common Stock which are issued and  outstanding  are fully
paid and  non-assessable.  Stockholders  do not have  cumulative  voting rights,
which  means  that the  holders  of more than 50% of the  Shares  voting for the
election of Directors are able to elect 100% of the Company's Directors.

      It is not  contemplated  that  any  dividends  will be paid on the  Common
Stock,  and the  future  ability to pay  dividends  will be  dependent  upon the
success of the Company's  operations  and the decision by its management at that
time.

PREFERRED STOCK

      The Company is authorized to issue 100,000 shares of Preferred  Stock, par
value  $1.00 per  share,  issuable  in such  series  and  bearing  such  voting,
dividend, conversion,  liquidation and other rights and preferences as the Board
of Directors  may  determine.  No shares of the Company's  Preferred  Stock were
outstanding as of the date hereof.

                                       13


<PAGE>



AMEX

      The Company's Common Stock is traded on the AMEX under the symbol "HPI."

TRANSFER AGENT

      The  Company's  Transfer  Agent is Registrar and Transfer Co., 10 Commerce
Drive, Cranford, New Jersey.

                                     EXPERTS

      The financial statements incorporated by reference in this Prospectus have
been audited by BDO Seidman, LLP, independent  certified public accountants,  to
the extent and for the  periods  set forth in their  report,  which  contains an
explanatory  paragraph  regarding the  Company's  ability to continue as a going
concern,  incorporated  herein  by  reference,  and are  incorporated  herein in
reliance  upon such report  given upon the  authority of said firm as experts in
auditing and accounting.

                           PRICE RANGE OF COMMON STOCK

      The  Company's  Common Stock is traded on AMEX under the symbol "HPI." The
Company's  Common Stock was suspended from trading on the AMEX from February 17,
1995 to September 29, 1995 and during such period traded on the over-the-counter
market.  The Company does not fully satisfy all of the financial  guidelines for
listing on the AMEX and  accordingly,  there can be no  assurance  that the AMEX
listing will be continued.  In connection with the Company's agreement with AMEX
to resume  trading,  the Company  agreed,  subject to stockholder  approval,  to
recommend a one-for-ten  reverse stock at the Company's  next annual  meeting of
stockholders.  At the  annual  meeting  of  stockholders  on April 19,  1996 the
Company's  stockholders approved the reverse stock split. AMEX also required the
Company to improve its debt to equity ratio and to improve its overall financial
results.  With respect to the improvement of the Company's debt to equity ratio,
the former Center for Special  Immunology  ("CSI")  shareholders have agreed and
the  independent  directors  of  the  board  have  approved  the  conversion  of
$3,000,000 of a convertible  note at $.25 per share into 1,200,000 shares of the
Company's Common Stock. This conversion will result in a release of the security
interest in the stock of CSI held by such shareholders. The following table sets
forth the range of high and low  closing  sales or high bid and high asked price
quotations for the Common Stock for the periods indicated.







                                       14


<PAGE>




                                                          Common Stock
                                                       High         Low
                                                       ----         ---
Fiscal Year
-----------
1994
      1st Quarter.................................      15.625      5.225
      2nd Quarter.................................      13          6.875
      3rd Quarter.................................      10          5
      4th Quarter.................................      13          5.225
1995
      1st Quarter.................................       7.50       3.125
      2nd Quarter.................................       4.375       .625
      3rd Quarter.................................       6.250       .938
      4th Quarter.................................       7.50       1.875
1996
      1st Quarter.................................       5          1.875 
      2nd Quarter.................................       5          1.875  
      3rd Quarter.................................       5.25       1.875 
      4th Quarter.................................       4.25       2.563 
1997
      October 1 - December 31, 1996...............       3.375      1.375  
      December 31 - March 31, 1997................       1.5         .875 


      The Company has not paid any cash  dividends on its Common Stock.  For the
foreseeable  future,  the  Company  anticipates  that any  earnings  that may be
generated from operations will be used to finance the growth of the Company.

                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A.,  Special  Counsel  for  the  Company,  Fort  Lauderdale,  Florida.  Atlas,
Pearlman,  Trop & Borkson,  P.A.  owns 100,000  Shares of the  Company's  common
stock.

                                 INDEMNIFICATION

      Pursuant to Section 102(b)(7) of the General  Corporation Law of the State
of  Delaware  (the  "GCL"),  the  state of  incorporation  of the  Company,  the
Certificate  of  Incorporation  of the Company,  eliminates the liability of the
Company's  directors to the Company or its stockholders,  except for liabilities
related to breach of duty of loyalty,  actions  not in good  faith,  and certain
other liabilities.

      The Certificate of Incorporation and the Bylaws of the Company provide for
the indemnification of directors and officers to the fullest extent permitted by
the GCL.  Section 145 of the GCL of the State of Delaware  generally  authorizes
indemnification by a corporation when a person is made a party to any proceeding

     

                                       15


<PAGE>


by reason of the fact that such person is or was a director,  officer,  employee
or agent of the corporation or was serving as a director,  officer,  employee or
agent of another  enterprise,  at the  request of the  corporation,  and if such
person acted in good faith and in a manner reasonably  believed by him or her to
be in, or not opposed to, the best interests of the corporation. With respect to
any  criminal  proceeding,  such  person  must have had no  reasonable  cause to
believe  that his or her  conduct was  unlawful.  If it is  determined  that the
conduct of such person meets these  standards,  he or she may be indemnified for
expenses  incurred and amounts  paid in such  proceeding  (including  attorneys'
fees) if actually and reasonably incurred by him or her in connection therewith.

      If such a proceeding is brought by or on behalf of the corporation  (i.e.,
a derivative suit), such person may be indemnified against expenses actually and
reasonably  incurred if he or she acted in good faith and in a manner reasonably
believed by him or her to be in, or not opposed  to, the best  interests  of the
corporation.  There can be no  indemnification  with respect to any matter as to
which such person is adjudged to be liable to the corporation;  however, a court
may,  even in such case,  allow  such  indemnification  to such  person for such
expenses as the court deems proper.  Where such person is successful in any such
proceeding,  he or she is entitled to be indemnified  against expenses  actually
and reasonably  incurred by him or her. In all other cases,  indemnification  is
made by the corporation upon  determination by it that  indemnification  of such
person is proper because such person has met the applicable standard of conduct.

      The  Company  does  not  maintain   directors'  and  officers'   liability
insurance.

      The  foregoing  indemnification  provisions  are broad enough to encompass
certain liabilities of directors and officer of Company under the Securities Act
of 1933.















                                       16


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

            (a) The Registrant's  Annual Report on Form 10-K for the fiscal year
ended September 30, 1996.

            (b) The  Company's  Quarterly  Report on Form 10-Q for the quarterly
period ended December 31, 1996.

            (c) 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  Registrant's
document referred to in (a) above.

            (d) The  description  of the Common  Stock of the  Company  which is
contained in a Registration  Statement  dated December 19, 1991, on the Form 8-B
(Reg.  No.  1-10966)  filed under the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

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

      A description  of the Company's  securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.

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

      Not Applicable.

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

      Pursuant to Section 102(b)(7) of the General  Corporation Law of the State
of  Delaware  (the  "GCL"),  the  state of  incorporation  of the  Company,  the
Certificate  of  Incorporation  of the Company,  eliminates the liability of the
Company's  directors to the Company or its stockholders,  except for liabilities
related to breach of duty of loyalty,  actions  not in good  faith,  and certain
other liabilities.


                                      i


<PAGE>



      The Certificate of Incorporation and the Bylaws of the Company provide for
the indemnification of directors and officers to the fullest extent permitted by
the GCL.  Section 145 of the GCL of the State of Delaware  generally  authorizes
indemnification by a corporation when a person is made a party to any proceeding
by reason of the fact that such person is or was a director,  officer,  employee
or agent of the corporation or was serving as a director,  officer,  employee or
agent of another  enterprise,  at the  request of the  corporation,  and if such
person acted in good faith and in a manner reasonably  believed by him or her to
be in, or not opposed to, the best interests of the corporation. With respect to
any  criminal  proceeding,  such  person  must have had no  reasonable  cause to
believe  that his or her  conduct was  unlawful.  If it is  determined  that the
conduct of such person meets these  standards,  he or she may be indemnified for
expenses  incurred and amounts  paid in such  proceeding  (including  attorneys'
fees) if actually and reasonably incurred by him or her in connection therewith.

      If such a proceeding is brought by or on behalf of the corporation  (i.e.,
a derivative suit), such person may be indemnified against expenses actually and
reasonably  incurred if he or she acted in good faith and in a manner reasonably
believed by him or her to be in, or not opposed  to, the best  interests  of the
corporation.  There can be no  indemnification  with respect to any matter as to
which such person is adjudged to be liable to the corporation;  however, a court
may,  even in such case,  allow  such  indemnification  to such  person for such
expenses as the court deems proper.  Where such person is successful in any such
proceeding,  he or she is entitled to be indemnified  against expenses  actually
and reasonably  incurred by him or her. In all other cases,  indemnification  is
made by the corporation upon  determination by it that  indemnification  of such
person is proper because such person has met the applicable standard of conduct.

      The  Company  does  not  maintain   directors'  and  officers'   liability
insurance.

      The  foregoing  indemnification  provisions  are broad enough to encompass
certain liabilities of directors and officer of Company under the Securities Act
of 1933.

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

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





                                       ii


<PAGE>



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

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

(4)(a)      Consulting Agreement with Thomas Capital Funding Group

(4)(b)      Compensation Agreement with Romanik and Lavin, P.A.

(4)(c)      Compensation Agreement with Atlas, Pearlman, Trop & Borkson, P.A.

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

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

(23.2)      Consent of independent certified public accountants

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

      (1)   The undersigned Registrant hereby undertakes:

            (a) To file, during any period in which offerings or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

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

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

      (2) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement



                                     iii


<PAGE>


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





















                                       iv


<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form S- 8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Fort Lauderdale and the State of Florida, on the
15th day of May, 1997.

                                    HEALTH PROFESSIONAL, INC.



                                    By:/s/William Reiter
                                       -----------------------------------------
                                       William Reiter
                                       Chairman of the Board, President
                                       and Chief Executive Officer


      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

       Signature                     Title                         Date
       ---------                     -----                         ----

                            Chairman of the Board,
                            President and Chief
                            Executive Officer
/s/William Reiter           (Principal Executive
--------------------------  Officer)                        May 15, 1997
William Reiter

                            
/s/Gary Cedano              Principal Accounting
--------------------------  Officer                         May 15, 1997
Gary Cedano

/s/Fred Roa                 Director
--------------------------
Fred Roa                                                    May 15, 1997


/s/John Marsh               Director
--------------------------
John Marsh                                                  May 15, 1997


/s/Paul J. Cimoch           Director
--------------------------
Paul J. Cimoch                                              May 15, 1997

                                      v
[{"type": "S-8", "sequence": "1", "description": "HEALTH PROFESSIONALS, INC.", "secsgml_size_bytes": 55202}]
{"company-data": {"conformed-name": "HEALTH PROFESSIONALS INC /DE", "cik": "0000879257", "assigned-sic": "8093", "irs-number": "113076108", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27223", "film-number": "97609776"}, "business-address": {"street1": "515 EAST LAS OLAS BLVD STE 1600", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33301", "phone": "3057662552"}, "mail-address": {"street1": "515 E LAS OLAS BLVD", "street2": "SUITE 1600", "city": "FT LAUDERDALE", "state": "FL", "zip": "33301"}}
As filed with the Securities and Exchange Commission on May 15, 1997.

                                                            File No. 33-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                           HEALTH PROFESSIONALS, INC.
               (Exact name of issuer as specified in its charter)

            Delaware                                         11-3076108
  (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                      Identification No.)

     515 East Las Olas Blvd.
         Suite 1600
    Fort Lauderdale, Florida                                   33301
(Address of principal executive offices)                     (Zip Code)

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

                            CONSULTING AGREEMENT WITH
                          THOMAS CAPITAL FUNDING GROUP

                           COMPENSATION AGREEMENT WITH
                             ROMANIK AND LAVIN, P.A.
                                       and
                           COMPENSATION AGREEMENT WITH
                      ATLAS, PEARLMAN, TROP & BORKSON, P.A.
                           ---------------------------
                            (Full title of the plan)

                            William Reiter, President
                       515 East Las Olas Blvd., Suite 1600
                         Fort Lauderdale, Florida 33301
                          Telephone No.: (954) 766-2552
                     (Name and address of agent for service)

                                    Copy to:

                            Charles B. Pearlman, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200
================================================================================
                              CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate    Amount of
Title of securities   Amount to be     price per   offering   registration
 to be registered     registered(1)    share(1)    price(1)      fee (1)
================================================================================

Common Stock
($.02 par value)      300,000 shares    $1.25      $375,000      $113.64

================================================================================

(1)   Pursuant to Rule 457(h),  the maximum  offering price was calculated based
      upon the closing price of the Company's Common Stock on the American Stock
      Exchange on May 13, 1996.

                                      2
HEALTH PROFESSIONALS, INC.

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

            Form S-8 Item Number
                and Caption                          Caption in Prospectus
            --------------------                     ---------------------
                                                
 1.   Forepart of Registration State-                Facing Page of Registration
      ment and Outside Front Cover                   Statement and Cover Page of
      Page of Prospectus                             Prospectus
                                                
 2.   Inside Front and Outside Back                  Inside Cover Page of Pro-
      Cover Pages of Prospectus                      spectus and Outside Cover
                                                     Page of Prospectus
                                                
 3.   Summary Information, Risk Fac-                 Not Applicable
      tors and Ratio of Earnings to             
      Fixed Charges                             
                                                
 4.   Use of Proceeds                                Not Applicable
                                                
 5.   Determination of Offering Price                Not Applicable
                                                
 6.   Dilution                                       Not Applicable
                                                
 7.   Selling Security Holders                       Sales by Selling Security
                                                     Holders
                                                
 8.   Plan of Distribution                           Cover Page of Prospectus
                                                     and Sales by Selling
                                                     Security Holders
                                                
 9.   Description of Securities to be                Description of Securities;
      Registered                                     Consulting Agreements
                                                
10.   Interests of Named Experts and                 Legal Matters
      Counsel                                   
                                                
11.   Material Changes                               Not Applicable
                                                
12.   Incorporation of Certain Infor-                Incorporation of Certain
      mation by Reference                            Documents by Reference
                                                
13.   Disclosure of Commission Posi-                 Indemnification of Direc-
      tion on Indemnification for                    tors and Officers; Under-
      Securities Act Liabilities                     takings
                                                
                                           
                                   
                                      3
PROSPECTUS
                           HEALTH PROFESSIONALS, INC.

                         300,000 Shares of Common Stock
                                ($.02 par value)

                               Issued Pursuant to
                    the Company's Consulting Agreements with
                          Thomas Capital Funding Group
                        and Compensation Agreements with
                           Romanik and Lavin, P.A. and
                      Atlas, Pearlman, Trop & Borkson, P.A.

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 300,000  shares of Common Stock,  $.02 par value (such shares being
referred to as the "Shares"),  of Health  Professionals,  Inc. (the "Company" or
"HPI") which have been issued to (i) Thomas Capital Funding Group ("Thomas"),  a
consultant  to the Company  pursuant  to a written  Consulting  Agreement  dated
February 1, 1997 (the "Thomas Consulting Agreement"), providing for the issuance
of 100,000 Shares;  and (ii) 100,000 Shares to Romanik and Lavin,  P.A.  ("R&L")
and 100,000 to Atlas, Pearlman, Trop & Borkson, P.A. ("APT&B"),  both counsel to
the Company,  pursuant to written  compensation  agreements  (the  "Compensation
Agreements").  Thomas may be sometimes  referred to as the  "Consultant" and the
Thomas Consulting Agreement may be referred to as the "Consulting Agreement." In
addition,  the  Consultant,   R&L  and  APT&B,  in  their  capacity  as  selling
shareholders,  may  sometimes  hereafter  be  collectively  referred  to as  the
"Selling  Security  Holders."  All of the Shares  are being or have been  issued
pursuant to written consulting agreements.

        The Company has been advised by the Selling  Security  Holders that they
may  sell  all  or  a  portion  of  the   Shares   from  time  to  time  in  the
over-the-counter market, in negotiated transactions, directly or through brokers
or otherwise,  and that such Shares will be sold at market prices  prevailing at
the time of such sales or at negotiated prices, and the Company will not receive
any proceeds from such sales.  The Shares are subject to listing on The American
Stock Exchange.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the Shares  issuable under the terms of the  Agreements  shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
                                _______________

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

      THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

               The date of this Prospectus is ___________, 1997.

                                        4
AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's Common Stock is traded on the American Stock Exchange under the symbol
"HPI."

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the  "Act"),  with respect to the resale of up to an aggregate of up to 300,000
Shares of the Company's Common Stock, to be issued to Consultants of the Company
and pursuant to written Consulting Agreements of HPI. This Prospectus,  which is
Part I of the Registration Statement, omits certain information contained in the
Registration Statement.  For further information with respect to the Company and
the Shares of the Common Stock offered by this Prospectus,  reference is made to
the Registration Statement,  including the exhibits thereto.  Statements in this
Prospectus as to any document are not necessarily  complete,  and where any such
document  is an exhibit to the  Registration  Statement  or is  incorporated  by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      1.    The  Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 1996.

      2.    The Company's Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 1996.

      3.    All reports and documents  filed by the Company  pursuant to Section
13, 14 or 15(d) of the  Exchange  Act,  prior to the filing of a  post-effective

                                        5
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests  for such  copies  should be directed to  Corporate  Secretary,  Health
Professionals,  Inc.,  515 East Las Olas  Blvd.,  Suite 1600,  Fort  Lauderdale,
Florida 33301.

                                   THE COMPANY

      The  Company  was formed  pursuant to the laws of the State of New York ln
1975 under the name Health Extension  Services,  Inc. In fiscal 1986,  following
the merger of its primary operating  subsidiary into itself, the Company changed
its  name to  Professional  Care,  Inc.  ("PCI").  On  November  25,  1991,  the
shareholders  of the Company  approved a merger and  restructuring  whereby each
share of PCI common  stock was  exchanged  for a share of common stock of Health
Professionals,  Inc. ("HPI"),  a Delaware  corporation formed on August 12, 1991
for the purpose of the  restructuring.  PCI became a wholly-owned  subsidiary of
HPI, and the existing  subsidiaries of PCI also became  subsidiaries of HPI. HPI
and late subsidiaries (and any subsidiaries of such  subsidiaries) are sometimes
hereinafter  collectively referred to as the "Company." The executive offices of
the  Company  are  located  at 515 East Las Olas  Boulevard,  Suite  1600,  Fort
Lauderdale, Florida 33301. The Company's telephone number is (305) 766-2552.

      In  December,  1991,  the  Company  acquired  100% of Center  for  Special
Immunology,  Inc.  ("CSI")  and its  subsidiaries  which have  since  become the
primary  operating  businesses  of  the  Company.  CSI,  owns  and  operates  an
integrated  health care  delivery and clinical  research  system that includes a
multi-state  network,  operating  in 8  states,  of  primary  care and  clinical
research  facilities   specializing  in  immune  system  disorders,   consisting
primarily of HIV, AIDS and Chronic Fatigue Immune Dysfunction  Syndrome (CFIDS).
The network also conducts  multi-center trials in cooperation with biotechnology

                                      6
and  pharmaceutical  companies.  CSI was  founded in 1986 by William M.  Reiter,
M.D.,  FACP,  and Paul J.  Cimoch,  M.D.,  FACP,  who are  both  internationally
recognized research  physicians.  Dr. Reiter is currently Chairman of the Board,
President  and Chief  Executive  Officer  of the  Company  and Dr.  Cimoch is an
officer of CSI.

      The  Company  and its  subsidiary,  CSI,  were the  subject of a number of
adverse  newspaper  articles  commencing  in May 1993.  The source of certain of
these negative  articles was a former  shareholder/employee  of CSI who had been
attempting  to  gain  a  financial  settlement  from  the  Company.  The  former
shareholder/employee,  who  had no  responsibilities  for  medical  or  research
activities  during his  employment,  contacted the Food and Drug  Administration
(FDA) in 1993 and alleged that a CSI affiliated  medical practice falsified data
in a 1989 study,  two years prior to CSI's  acquisition by the Company.  The FDA
concluded its inquiry into this matter  during 1994 and issued a warning  letter
to communicate their findings.  Certain deficiencies in record-keeping practices
were noted in the warning  letter which have been  corrected and the Company has
begun receiving new contracts to perform FDA studies.  The Company believes that
this adverse  publicity  had the impact of causing a decline in patient flow and
temporarily halted the procurement of new clinical trials contracts and caused a
decrease in the price of the Company's  Common Stock,  all both of which limited
the  availability  of the capital  required to add new  facilities  and diverted
management's attentions towards defending the Company.

      A.    CONTINUING OPERATIONS
            ---------------------

      General
      -------

      CSI owns and  operates an  integrated  health care  delivery  and clinical
research system that includes a multi-state network of primary care and clinical
research facilities specializing in immune system disorders consisting primarily
of HIV, AIDS and CFIDS. The network also conducts  multi-center  clinical trials
in cooperation with  biotechnology  and  pharmaceutical  companies.  The Company
became  engaged in this health care  delivery and research  business in December
1991,  when it  acquired  all of the stock of CSI.  CSI was  founded  in 1986 by
William M.  Reiter,  MD,  FACP and Paul J.  Cimoch,  MD,  FACP,  internationally
recognized research physicians.

      Historical  outcomes  analysis  has  demonstrated  that the  course of HIV
disease  can  be  profoundly  and  positively   altered  by  the  use  of  early
intervention   strategies   and  by  preventive   treatment   directed   against
opportunistic  infections.   Through  its  efforts  in  research  and  practical
application,  CSI has  developed  protocols  for the  treatment of HIV patients.
These  protocols  specify the  treatments  and  therapies  to be provided to HIV
patients,   depending  on  the  stage  of  the  disease  as   determined   by  a

                                        7
multi-parametric  evaluation of clinical status,  viral activity and immunologic
function.  Treatment  of HIV  patients  at CSI  facilities  by their  affiliated
physicians is offered in accordance with these protocols. CSI has also developed
research protocols which govern the processes and record keeping practices to be
followed in specified  studies performed by CSI. These studies may be undertaken
at CSI's  initiative or in  conjunction  with a separate  organization  (e.g., a
pharmaceutical company), which would typically finance the study and pay certain
fees to CSI in return for conducting its portion of the clinical trial.

      CFIDS is believed to result from a genetic failing occurring in the immune
response genes. This defect, when coupled with certain viral infections or other
activating factors, leads to a state of chronic immune activation,  which causes
a variety of symptoms,  including profound fatigue.  CSI has developed treatment
protocols for chronic  fatigue  patients,  the goal of which is to rebalance the
immune system or otherwise alleviate symptoms.

      Services provided by CSI (including its CSI Clinical  Laboratories,  Inc.,
and CSI Therapeutics, Inc., CSI Clinical Trials, Inc. and CSI Managed Care, Inc.
subsidiaries)  have accounted for all of the Company's  operating  revenues from
continuing  operations  since the Company  acquired CSI. After acquiring CSI and
its  two  (2)  operating  facilities,  the  Company  has  opened  three  (3) new
facilities  and has entered  into  independent  affiliation  agreements  with an
additional thirteen (13) facilities.

      Organization and Operation
      --------------------------

      The Company  through CSI owns and  operates 5  facilities  located in Fort
Lauderdale,  Florida; Miami, Florida; Chicago,  Illinois; Irvine, California and
San  Diego,   California.   CSI  Clinical  Laboratories,   Inc.  ("CSI  Clinical
Laboratories")  is  a  licensed  clinical  laboratory  that  currently  provides
services exclusively to CSI's clinical facilities. CSI Therapeutics,  Inc. ("CSI
Therapeutics") provides pharmaceutical distribution, home care and infusion care
in connection with the operation of CSI's facilities.  CSI Clinical Trials, Inc.
("CSI Clinical Trials") conducts  multi-center clinical trials for biotechnology
and pharmaceutical  companies as well as its own internally  developed treatment
protocols. CSI Managed Care, Inc. ("CSI Managed Care") markets and administrates
managed care contracts  with third party payors,  including  preferred  provider
organizations, health maintenance organizations and self insured organizations.

      Each of the five (5) Company owned  facilities is owned by a  wholly-owned
subsidiary of CSI. A medical professional  association (the "PC") enters into an
Independent  Practice  Affiliation  Agreement  (IPAA)  with CSI to  utilize  the
facility in order to provide care to its patients with immunological and related
diseases.

                                        8
Support Services
      ----------------

      In addition to providing and updating  treatment  and research  protocols,
CSI also offers  other  support  services  to its  facilities.  These  currently
include laboratory, pharmaceutical distribution, home care, out-patient infusion
services, clinical trial services and a managed care network.

      1.    LABORATORY  SERVICES:   CSI  Clinical  Laboratories  is  a  licensed
            clinical  laboratory,  operated to research standards.  It currently
            provides services  exclusively to CSI clinical  facilities and CSI's
            Privately  Owned  Facility  Independent  Practice  Affiliates.   The
            laboratory specializes in hematology,  immunogenetics and diagnostic
            immunology;   with  particular  expertise  in  flow  cytometery  and
            immunoassay.  General  laboratory work is provided by a sub-contract
            with a national  reference  laboratory.  Laboratory result reporting
            from  all   sources  is   through   CSI's   integrated   information
            technologies  system. All information is archived in relational data
            bases,  enabling  customized  clinical  presentation  and  post  hoc
            research analysis.

      2.    THERAPEUTIC  SERVICES:  CSI Therapeutics is the umbrella  subsidiary
            for  pharmaceutical  distribution,  home  care  and  infusion  care.
            Parenteral pharmaceutical distribution is made to PA's for in office
            use  of  injectable  medications  by  the  PA.  Oral  pharmaceutical
            distribution  is made to PA's for dispensing by the PA in accordance
            with  applicable  regulation~.  Home  health  care  and  out-patient
            infusion  care is  available  to  patients  of the PA  through  CSI,
            primarily  via  a  national   sub-contract   arrangements   with  an
            unaffiliated home health care companies.

      3.    CSI CLINICAL  TRIALS:  CSI's Clinical Trials Division is responsible
            for protocol  review,  budget  development  and  presentation to the
            clinical  network of all Clinical Trials  conducted for biotechnical
            or pharmaceutical companies or CSI's internally developed protocols.
            Research physicians and protocol  specialists in the Clinical Trials
            Division oversee study initiation, quality assurance, administrative
            and regulatory  matters.  All source  documentation from study sites
            utilizing CSI's  Affiliated  Physicians  Network will be captured on
            CSI Information Technologies System clinical and research templates.
            Data will be monitored centrally,  automatically  extracted to study
            case report forms and transferred to sponsors for interim  analysis.
            Manual  transcription  of data from source  documents to case report
            forms and to the sponsor's computer data bases will be obviated. All
            information  will  be  transformed  into  electronic  records,  with
            security   standards   making  them  acceptable  for  submission  to
            governmental regulatory agencies.
                                
                                        9
4.    CSI MANAGED CARE:  CSI Managed Care,  Inc.  markets and  administers
            discounted fee for service  relationships with third party insurers,
            preferred provider organizations,  health maintenance  organizations
            and self insured organizations.  Once negotiated,  the contracts are
            made available to CSI's Independent  Affiliated  Physicians  Network
            whose  physicians  have the  opportunity  to accept or  decline  the
            contract.  Once it has accepted a contract,  the Affiliate agrees to
            honor the fee  structure  throughout  its  term.  In  addition,  CSI
            Managed Care, Inc. has entered into a Data  Management  Analysis and
            Royalty  Agreement  with  CHOE,  a  wholly-owned  subsidiary  of the
            Bristol-Myers  Squibb Company under which CSI has received  $350,000
            of income for the sale of its historical data on treatment  outcomes
            for various treatment protocols. CSI Managed Care intends to develop
            capitated  care programs which can be marketed  independently  or in
            conjunction with pharmaceutical and other service providers.

      Marketing
      ---------

      CSI  targets its  marketing  efforts to a number of  audiences,  including
third party payors,  prospective  patients,  physicians,  and pharmaceutical and
biotechnology  companies.  Marketing to prospective patients is primarily in the
form of media  advertising  and  seminars  conducted  for  appropriate  consumer
groups.  CSI maintains its presence among  physicians  through articles in trade
journals written by CSI physicians as well as through  presentations at domestic
and international  conventions.  Currently,  CSI estimates that new patients are
generated equally from three sources: media advertising, physician referrals and
word-of-mouth referrals from current patients.

      CSI  continues  to direct its  marketing  efforts to address  third  party
insurance  companies,  preferred  provider  organizations,   health  maintenance
organizations,  and self-insured  companies including the negotiation of managed
care contracts with some of these groups.

      In  addition  to the above,  the  Company  also  markets  its  services to
pharmaceutical and biotechnology  companies in an effort to generate  additional
revenues by performing  research studies for those companies.  Marketing efforts
in this area consist  primarily of meetings with  executives  of such  companies
where CSI marketing personnel can demonstrate that due to its large patient base
as well as the successful completion of similar studies in the past, CSI is well
suited  to  perform  studies   required  by  health  care  companies  to  obtain
governmental  approval for new drugs or other  therapies  geared toward patients
with immunological and related diseases.

                                       10
The  Company's   strategy  is  to  expand  its  clinical  network  through
affiliation with established  physician  practices,  to actively pursue clinical
research  studies and to contract with managed care  companies and  self-insured
employers.  The Company  feels that this  approach  offers  long term  strategic
advantages  to  facilitate  growth as the market for  immunologic  research  and
treatment continues to rapidly expand.

CONSULTING AGREEMENT WITH THOMAS

      On February 1, 1997, the Company entered into a Consulting  Agreement with
Thomas,  pursuant to which the Company  agreed to issue 300,000 Shares of Common
Stock of the Company in consideration for consulting  services to be provided to
the Company over an anticipated  three-year  period commencing as of the date of
the agreement.  The term of the Consulting  Agreement will be three years unless
sooner terminated as provided therein.  Under the terms of the Thomas Consulting
Agreement,  Thomas is to undertake  for and consult with the Company  concerning
management, marketing, strategic planning, corporate organization and structure,
expansion  of services  and shall  review and advise the Company  regarding  its
overall progress, needs and condition.

      In particular,  Rubin shall provide the following enumerated services: (i)
implementation  of short term and long term business and  financial  planning in
order  to  fully   develop  the  Company's   assets,   resources  and  services,
particularly  as such relates to the European  Community and the Far East;  (ii)
implementation  of a marketing  program to assist the Company in broadening  the
worldwide  markets  for its  business  and  services  and to  promote  its image
worldwide;  (iii) assist the Company in monitoring the services  rendered by its
outside  consultants  and  contractors;(iv)  advise the Company  relative to the
continued development of a stockholder relations program; (v) assist the Company
in  developing  programs and  resources to enable and enhance its  capacities to
secure  regulatory  approvals  on a worldwide  basis;(vi)  advise and assist the
Company in identifying, evaluating and structuring business combinations.

COMPENSATION AGREEMENTS

      On April 17, 1997, the Company entered into an Agreement with R&L, whereby
the  Company  agreed  to  issue  R&L  100,000  shares  of its  Common  Stock  as
compensation  for  certain  legal  services  rendered  and to be rendered to the
Company.

      On March 27,  1997,  the Company  entered  into an  Agreement  with APT&B,
whereby the Company  agreed to issue APT&B 100,000 shares of its Common Stock as
compensation  for  certain  legal  services  rendered  and to be rendered to the
Company.

                                       11
FEDERAL INCOME TAX EFFECTS

      The following  discussion applies to the stock issued under the Consulting
and  Compensation  Agreements  and is  based  on  federal  income  tax  laws and
regulations  in effect on March 31,  1997.  In  connection  with the issuance of
stock as compensation  payable under the  Agreements,  these must be included in
gross income the excess of the fair market value of the property  received  over
the amount, if any, paid for the property in the first taxable year in which the
Consultant's  beneficial interest in the property either is "transferable" or is
not  subject  to a  "substantial  risk of  forfeiture."  A  substantial  risk of
forfeiture  exists  where  rights and property  that have been  transferred  are
conditioned,  directly or indirectly, upon the future performance (or refraining
from performance) of substantial  services by any person, or the occurrence of a
condition  related  to the  purpose  of the  transfer,  and the  possibility  of
forfeiture is substantial if such condition is not satisfied.  Stock received by
a person who is subject to the short swing profit recovery rule of Section 16(b)
of the  Securities  Exchange Act of 1934 is considered  subject to a substantial
risk of  forfeiture  so long as the  sale of such  property  at a  profit  could
subject the  stockholder  to suit under that section.  The rights are treated as
transferable if and when they can sell, assign, pledge or otherwise transfer any
interest in the stock to any person.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of any Shares of stock must be made in  compliance  with  federal
and state securities laws.  Officers,  directors and 10% or greater stockholders
of the Company, as well as certain other persons or parties who may be deemed to
be  "affiliates"  of the Company under the Federal  Securities  Laws,  should be
aware that  resales by  affiliates  can only be made  pursuant  to an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITY HOLDERS

      The following table sets forth the name of the Selling  Security  Holders,
the amount of Shares of Common Stock held  directly or  indirectly,  the maximum
amount of Shares of Common Stock to be offered by the Selling Security  Holders,
the amount of Common Stock to be owned by the Selling Security Holders following
sale of such Shares of Common Stock and the percentage of Shares of Common Stock

                                       12
to be  owned  by the  Selling  Security  Holders  following  completion  of such
offering (based on 4,352,267  Shares of Common Stock of the Company  outstanding
at May 2, 1997).

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

Thomas Capital
Funding Group         100,000     100,000         -0-              ---

Romanik and
Lavin, P.A.           100,000     100,000         -0-              ---

Atlas, Pearlman,
Trop & Borkson, P.A.  100,000     100,000         -0-              ---

                            DESCRIPTION OF SECURITIES

COMMON STOCK

      The Company is authorized by its  Certificate  of  Incorporation  to issue
25,000,000  Shares of Common Stock, par value $.02 per Share, of which 4,352,267
were  outstanding as of May 2, 1997.  The holders of the Company's  Common Stock
are  entitled to receive  dividends  at such time and in such  amounts as may be
determined  by the  Company's  Board  of  Directors,  and upon  liquidation  are
entitled  to share  ratably in the  assets of the  Company  remaining  after the
payment of all debts and other liabilities.

      All Shares of the Company  Common  Stock have equal  voting  rights,  each
Share being entitled to one vote per Share for the election of Directors and for
all  other  purposes.  Holders  of such  Common  Stock are not  entitled  to any
preemptive rights to purchase or subscribe for any of the Company's  securities.
All of the  Company's  Common Stock which are issued and  outstanding  are fully
paid and  non-assessable.  Stockholders  do not have  cumulative  voting rights,
which  means  that the  holders  of more than 50% of the  Shares  voting for the
election of Directors are able to elect 100% of the Company's Directors.

      It is not  contemplated  that  any  dividends  will be paid on the  Common
Stock,  and the  future  ability to pay  dividends  will be  dependent  upon the
success of the Company's  operations  and the decision by its management at that
time.

PREFERRED STOCK

      The Company is authorized to issue 100,000 shares of Preferred  Stock, par
value  $1.00 per  share,  issuable  in such  series  and  bearing  such  voting,
dividend, conversion,  liquidation and other rights and preferences as the Board
of Directors  may  determine.  No shares of the Company's  Preferred  Stock were
outstanding as of the date hereof.

                                       13
AMEX

      The Company's Common Stock is traded on the AMEX under the symbol "HPI."

TRANSFER AGENT

      The  Company's  Transfer  Agent is Registrar and Transfer Co., 10 Commerce
Drive, Cranford, New Jersey.

                                     EXPERTS

      The financial statements incorporated by reference in this Prospectus have
been audited by BDO Seidman, LLP, independent  certified public accountants,  to
the extent and for the  periods  set forth in their  report,  which  contains an
explanatory  paragraph  regarding the  Company's  ability to continue as a going
concern,  incorporated  herein  by  reference,  and are  incorporated  herein in
reliance  upon such report  given upon the  authority of said firm as experts in
auditing and accounting.

                           PRICE RANGE OF COMMON STOCK

      The  Company's  Common Stock is traded on AMEX under the symbol "HPI." The
Company's  Common Stock was suspended from trading on the AMEX from February 17,
1995 to September 29, 1995 and during such period traded on the over-the-counter
market.  The Company does not fully satisfy all of the financial  guidelines for
listing on the AMEX and  accordingly,  there can be no  assurance  that the AMEX
listing will be continued.  In connection with the Company's agreement with AMEX
to resume  trading,  the Company  agreed,  subject to stockholder  approval,  to
recommend a one-for-ten  reverse stock at the Company's  next annual  meeting of
stockholders.  At the  annual  meeting  of  stockholders  on April 19,  1996 the
Company's  stockholders approved the reverse stock split. AMEX also required the
Company to improve its debt to equity ratio and to improve its overall financial
results.  With respect to the improvement of the Company's debt to equity ratio,
the former Center for Special  Immunology  ("CSI")  shareholders have agreed and
the  independent  directors  of  the  board  have  approved  the  conversion  of
$3,000,000 of a convertible  note at $.25 per share into 1,200,000 shares of the
Company's Common Stock. This conversion will result in a release of the security
interest in the stock of CSI held by such shareholders. The following table sets
forth the range of high and low  closing  sales or high bid and high asked price
quotations for the Common Stock for the periods indicated.

                                       14
Common Stock
                                                       High         Low
                                                       ----         ---
Fiscal Year
-----------
1994
      1st Quarter.................................      15.625      5.225
      2nd Quarter.................................      13          6.875
      3rd Quarter.................................      10          5
      4th Quarter.................................      13          5.225
1995
      1st Quarter.................................       7.50       3.125
      2nd Quarter.................................       4.375       .625
      3rd Quarter.................................       6.250       .938
      4th Quarter.................................       7.50       1.875
1996
      1st Quarter.................................       5          1.875 
      2nd Quarter.................................       5          1.875  
      3rd Quarter.................................       5.25       1.875 
      4th Quarter.................................       4.25       2.563 
1997
      October 1 - December 31, 1996...............       3.375      1.375  
      December 31 - March 31, 1997................       1.5         .875 

      The Company has not paid any cash  dividends on its Common Stock.  For the
foreseeable  future,  the  Company  anticipates  that any  earnings  that may be
generated from operations will be used to finance the growth of the Company.

                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A.,  Special  Counsel  for  the  Company,  Fort  Lauderdale,  Florida.  Atlas,
Pearlman,  Trop & Borkson,  P.A.  owns 100,000  Shares of the  Company's  common
stock.

                                 INDEMNIFICATION

      Pursuant to Section 102(b)(7) of the General  Corporation Law of the State
of  Delaware  (the  "GCL"),  the  state of  incorporation  of the  Company,  the
Certificate  of  Incorporation  of the Company,  eliminates the liability of the
Company's  directors to the Company or its stockholders,  except for liabilities
related to breach of duty of loyalty,  actions  not in good  faith,  and certain
other liabilities.

      The Certificate of Incorporation and the Bylaws of the Company provide for
the indemnification of directors and officers to the fullest extent permitted by
the GCL.  Section 145 of the GCL of the State of Delaware  generally  authorizes
indemnification by a corporation when a person is made a party to any proceeding

     

                                       15
by reason of the fact that such person is or was a director,  officer,  employee
or agent of the corporation or was serving as a director,  officer,  employee or
agent of another  enterprise,  at the  request of the  corporation,  and if such
person acted in good faith and in a manner reasonably  believed by him or her to
be in, or not opposed to, the best interests of the corporation. With respect to
any  criminal  proceeding,  such  person  must have had no  reasonable  cause to
believe  that his or her  conduct was  unlawful.  If it is  determined  that the
conduct of such person meets these  standards,  he or she may be indemnified for
expenses  incurred and amounts  paid in such  proceeding  (including  attorneys'
fees) if actually and reasonably incurred by him or her in connection therewith.

      If such a proceeding is brought by or on behalf of the corporation  (i.e.,
a derivative suit), such person may be indemnified against expenses actually and
reasonably  incurred if he or she acted in good faith and in a manner reasonably
believed by him or her to be in, or not opposed  to, the best  interests  of the
corporation.  There can be no  indemnification  with respect to any matter as to
which such person is adjudged to be liable to the corporation;  however, a court
may,  even in such case,  allow  such  indemnification  to such  person for such
expenses as the court deems proper.  Where such person is successful in any such
proceeding,  he or she is entitled to be indemnified  against expenses  actually
and reasonably  incurred by him or her. In all other cases,  indemnification  is
made by the corporation upon  determination by it that  indemnification  of such
person is proper because such person has met the applicable standard of conduct.

      The  Company  does  not  maintain   directors'  and  officers'   liability
insurance.

      The  foregoing  indemnification  provisions  are broad enough to encompass
certain liabilities of directors and officer of Company under the Securities Act
of 1933.

                                       16
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

            (a) The Registrant's  Annual Report on Form 10-K for the fiscal year
ended September 30, 1996.

            (b) The  Company's  Quarterly  Report on Form 10-Q for the quarterly
period ended December 31, 1996.

            (c) 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  Registrant's
document referred to in (a) above.

            (d) The  description  of the Common  Stock of the  Company  which is
contained in a Registration  Statement  dated December 19, 1991, on the Form 8-B
(Reg.  No.  1-10966)  filed under the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

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

      A description  of the Company's  securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.

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

      Not Applicable.

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

      Pursuant to Section 102(b)(7) of the General  Corporation Law of the State
of  Delaware  (the  "GCL"),  the  state of  incorporation  of the  Company,  the
Certificate  of  Incorporation  of the Company,  eliminates the liability of the
Company's  directors to the Company or its stockholders,  except for liabilities
related to breach of duty of loyalty,  actions  not in good  faith,  and certain
other liabilities.

                                      i
The Certificate of Incorporation and the Bylaws of the Company provide for
the indemnification of directors and officers to the fullest extent permitted by
the GCL.  Section 145 of the GCL of the State of Delaware  generally  authorizes
indemnification by a corporation when a person is made a party to any proceeding
by reason of the fact that such person is or was a director,  officer,  employee
or agent of the corporation or was serving as a director,  officer,  employee or
agent of another  enterprise,  at the  request of the  corporation,  and if such
person acted in good faith and in a manner reasonably  believed by him or her to
be in, or not opposed to, the best interests of the corporation. With respect to
any  criminal  proceeding,  such  person  must have had no  reasonable  cause to
believe  that his or her  conduct was  unlawful.  If it is  determined  that the
conduct of such person meets these  standards,  he or she may be indemnified for
expenses  incurred and amounts  paid in such  proceeding  (including  attorneys'
fees) if actually and reasonably incurred by him or her in connection therewith.

      If such a proceeding is brought by or on behalf of the corporation  (i.e.,
a derivative suit), such person may be indemnified against expenses actually and
reasonably  incurred if he or she acted in good faith and in a manner reasonably
believed by him or her to be in, or not opposed  to, the best  interests  of the
corporation.  There can be no  indemnification  with respect to any matter as to
which such person is adjudged to be liable to the corporation;  however, a court
may,  even in such case,  allow  such  indemnification  to such  person for such
expenses as the court deems proper.  Where such person is successful in any such
proceeding,  he or she is entitled to be indemnified  against expenses  actually
and reasonably  incurred by him or her. In all other cases,  indemnification  is
made by the corporation upon  determination by it that  indemnification  of such
person is proper because such person has met the applicable standard of conduct.

      The  Company  does  not  maintain   directors'  and  officers'   liability
insurance.

      The  foregoing  indemnification  provisions  are broad enough to encompass
certain liabilities of directors and officer of Company under the Securities Act
of 1933.

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

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

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

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

(4)(a)      Consulting Agreement with Thomas Capital Funding Group

(4)(b)      Compensation Agreement with Romanik and Lavin, P.A.

(4)(c)      Compensation Agreement with Atlas, Pearlman, Trop & Borkson, P.A.

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

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

(23.2)      Consent of independent certified public accountants

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

      (1)   The undersigned Registrant hereby undertakes:

            (a) To file, during any period in which offerings or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

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

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

      (2) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement

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

                                       iv
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form S- 8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Fort Lauderdale and the State of Florida, on the
15th day of May, 1997.

                                    HEALTH PROFESSIONAL, INC.

                                    By:/s/William Reiter
                                       -----------------------------------------
                                       William Reiter
                                       Chairman of the Board, President
                                       and Chief Executive Officer

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

       Signature                     Title                         Date
       ---------                     -----                         ----

                            Chairman of the Board,
                            President and Chief
                            Executive Officer
/s/William Reiter           (Principal Executive
--------------------------  Officer)                        May 15, 1997
William Reiter

                            
/s/Gary Cedano              Principal Accounting
--------------------------  Officer                         May 15, 1997
Gary Cedano

/s/Fred Roa                 Director
--------------------------
Fred Roa                                                    May 15, 1997

/s/John Marsh               Director
--------------------------
John Marsh                                                  May 15, 1997

/s/Paul J. Cimoch           Director
--------------------------
Paul J. Cimoch                                              May 15, 1997

                                      v