As filed with the Securities and Exchange Commission on October 22, 1997
                                                     Registration No. _________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------

                          PharmaSystems Holdings Corp.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Colorado
         (State or Other Jurisdiction of Incorporation or Organization)

                                   84-1189040
                      (I.R.S. Employer Identification No.)

                          7350 NW 7th Street, Suite 104
                              Miami, Florida 33126
                    (Address of Principal Executive Offices)

                 PharmaSystems Holdings Corp. 1997 Non-Qualified
                                Stock Option Plan
                            (Full Title of the Plan)

                                Aurelio E. Alonso
                          7350 NW 7th Street, Suite 104
                              Miami, Florida 33126
                     (Name and Address of Agent For Service)

                                 (305) 267-9500
          (Telephone Number, Including Area Code, of Agent for Service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

---------------------------- ---------------------- ---------------------- -------------------- -----------------------
<S>                         <C>                     <C>                    <C>                 <C>
                                                    Proposed               Proposed
Title Of                                            Maximum                Maximum
Securities                   Amount                 Offering               Aggregate            Amount Of
To Be                        To Be                  Price Per              Offering             Registration
Registered                   Registered             Share (1)              Price (1)            Fee (1)
---------------------------- ---------------------- ---------------------- -------------------- -----------------------

Common Stock, no par value   6,000,000              $0.01                  $60,000              $18.18
---------------------------- ---------------------- ---------------------- -------------------- -----------------------
</TABLE>

(1)  Pursuant to Rule  457(h)(1) of the  Securities  Exchange  Act of 1934,  the
     Proposed  Maximum  Offering  Price Per Share,  Proposed  Maximum  Aggregate
     Offering Price and Amount of Registration  Fee were computed upon the basis
     of the price at which the options registered hereby are anticipated to be
     exercised or $0.01 per share.


<PAGE>


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed by  PharmaSystems  Holdings Corp.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated by reference into this Registration Statement:

         (a) The  registration  statement on Form 10-SB filed by Euro-Tel,  Inc.
(the predecessor by merger of the Company), including any amendments thereto.

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended,  since the date of the
Form 10-SB (including any amendments thereto).

         All documents subsequently filed by the Company with the Securities and
Exchange  Commission  pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this Registration
Statement,  but  prior  to the  filing  of a  post-effective  amendment  to this
Registration  Statement  that  indicates  that all  securities  offered  by this
Registration  Statement have been sold or which  deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement.  Each  document  incorporated  by  reference  into this
Registration  Statement  shall  be  deemed  to be a part  of  this  Registration
Statement  from the date of the filing of such document with the  Securities and
Exchange  Commission  until the information  contained  therein is superseded or
updated by any  subsequently  filed document that is  incorporated  by reference
into this Registration Statement or by any document that constitutes part of the
prospectus relating to the PharmaSystems Holdings Corp. 1997 Non-Qualified Stock
Option Plan that meets the  requirements  of Section 10(a) of the Securities Act
of 1933, as amended.


ITEM 4.  DESCRIPTION OF SECURITIES.

         The  class  of  Common  Stock to be  offered  under  this  Registration
Statement (upon the exercise of the  non-qualified  stock options) is registered
under Section 12 of the Securities Exchange Act of 1934, as amended.

         The  securities  registered  under  this  registration   statement  are
non-qualified stock options and the underlying common stock. Such options can be
granted  to  certain  employees,  consultants,   representatives,  officers  and
directors by the Company's Board of Directors or Stock Option Committee,  if any
(collectively, the "Plan Administrator"), under the PharmaSystems Holdings Corp.
1997  Non-Qualified  Stock Option Plan (the  "Plan").  Such options  entitle the
holders  thereof to purchase up to an aggregate  number of  6,000,000  shares of
common stock of the Company on the terms and conditions  established by the Plan
Administrator.  As of the  date  of  this  Registration  Statement,  options  to
purchase  6,000,000  shares of common  stock of the Company have been granted to
the following consultants:


<PAGE>

         NAME OF CONSULTANT                     NUMBER OF SHARES OF COMMON STOCK
         ------------------                     --------------------------------
         Intercapital Holdings Corp.                        1,500,000
         Lanser S.A.                                        1,275,000
         Yorkshire Capital Management Ltd.                  1,250,000
         Financial Future Corp.                             1,500,000
         Venture Funding Ltd.                               200,000
         Jeff Bruss                                         200,000
         Emerging Growth, Ltd.                              25,000
         Stockplayer.Com.Inc.                               50,000

         The exercise  price of the options is One Cent ($0.01) per share.  Such
options  will  expire at the  earlier of (i) June 18,  2002 or (ii) the date any
consulting agreement with the Company or any of its subsidiaries is terminated.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         In the Company's Amended and Restated  Articles of Incorporation  dated
November 12, 1996 (the  "Articles"),  the Company  agreed to  indemnify,  to the
fullest extent  permitted by law, any person who is or was a director,  officer,
agent,  fiduciary  or employee of the Company  against any claim,  liability  or
expense  arising  against or incurred by such person made party to a  proceeding
because he is or was a director,  officer,  agent,  fiduciary or employee of the
Company or because he is or was serving another entity or employee  benefit plan
as a director,  officer, partner, trustee,  employee,  fiduciary or agent at the
Company's request. In addition and subject to certain  exceptions,  the Articles
limit the personal  liability of a director,  providing  that no director of the
Company shall have any personal liability for monetary damages to the Company or
its shareholders for breach of his fiduciary duty as a director. Such limitation
of liability does not apply to: (i) any breach of the director's duty of loyalty
to the Company or its shareholders;  (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) voting
for or assenting to a distribution in violation of Colorado Business Corporation
Act Section 7-106-401 or the Articles if it is established that the director did
not perform his duties in compliance  with  Colorado  Business  Corporation  Act
Section 7-108-401,  provided  that the personal  liability of a director in this
circumstance  shall be limited to the amount of the  distribution  which exceeds
what could have been lawfully  distributed;  or (iv) any transaction  from which
the director directly or indirectly derives an improper personal benefit.

         In  addition,  ss.  7-109-103  of  Colorado  Business  Corporation  Act
provides  the  following  mandatory  indemnification:  "Unless  limited  by  its
articles of incorporation, a corporation shall indemnify a person who was wholly
successful,  on the merits or  otherwise,  in the defense of any  proceeding  to
which the person was a party  because the person is or was a  director,  against
reasonable expenses incurred by him or her in connection with the proceeding."

         A court may  authorize  indemnification  pursuant to ss.  7-109-105  of
Colorado Business Corporation Act, which provides:

                  (1)   Unless   otherwise   provided   in   the   articles   of
                  incorporation,  a  director  who  is  or  was  a  party  to  a
                  proceeding  may  apply  for   indemnification   to  the  court
                  conducting  the  proceeding  or to another  court of competent
                  jurisdiction.  On receipt of an application,  the court, after
                  giving  any notice the court  considers  necessary,  may order
                  indemnification in the following manner:

                  (a)  If  it  determines  that  the  director  is  entitled  to

<PAGE>

                  mandatory  indemnification under section 7-109-103,  the court
                  shall  order  indemnification,  in which case the court  shall
                  also order the  corporation to pay the  director's  reasonable
                  expenses incurred to obtain court-ordered indemnification.

                  (b)  If  it  determines   that  the  director  is  fairly  and
                  reasonably  entitled  to  indemnification  in  view of all the
                  relevant  circumstances,  whether or not the  director met the
                  standard of conduct set forth in section  7-109-102(1)  or was
                  adjudged  liable in the  circumstances  described  in  section
                  7-109-102(4),  the court may order such indemnification as the
                  court  deems  proper;  except  that the  indemnification  with
                  respect to any proceeding in which  liability  shall have been
                  adjudged   in   the   circumstances   described   in   section
                  7-109-102(4)  is limited to  reasonable  expenses  incurred in
                  connection   with  the  proceeding  and  reasonable   expenses
                  incurred to obtain court-ordered indemnification.

         In determining whether to indemnify a director or to advance costs, the
corporation  must comply with the procedures  set forth in Section  7-109-106 of
Colorado  Business  Corporation Act. The corporation must also provide notice of
such  indemnification  to its  shareholders  pursuant  to Section  7-109-110  of
Colorado Business Corporation Act.


ITEM 8.  EXHIBITS.

  EXHIBIT NO.         DESCRIPTION                             LOCATION
  -----------         -----------                             --------

       4.1            PharmaSystems Holdings Corp. 1997       Provided herewith
                      Non-Qualified Stock Option Plan
       4.2            Consulting Agreement with Emerging      Provided herewith
                      Growth, Ltd.
       4.3            Consulting Agreement with Yorkshire     Provided herewith
                      Capital Management, Ltd.
       4.4            Consulting Agreement with Financial     Provided herewith
                      Future Corp.
       4.5            Consulting Agreement with Jeff Bruss    Provided herewith
       4.6            Consulting Agreement with               Provided herewith
                      Stockplayer.com, Inc.
       4.7            Intentionally Omitted
       4.8            Consulting Agreement with Lancer S.A.   Provided herewith
       4.9            Consulting Agreement with Inter         Provided herewith
                      Capital Holdings Corp.
       4.10           Option Agreement with                   Provided herewith
                      Stockplayer.com, Inc.
       4.11           Option Agreement with Emerging          Provided herewith
                      Growth, Ltd.

<PAGE>

       4.12           Option Agreement with Jeff Bruss        Provided herewith
       4.13           Option Agreement with Venture           Provided herewith
                      Funding, Ltd.
       4.14           Option Agreement with Financial         Provided herewith
                      Future Corp.
       4.15           Option Agreement with Lanser S.A.       Provided herewith
       4.16           Option Agreement with Yorkshire         Provided herewith
                      Capital Management, Ltd.
       4.17           Option Agreement with Inter Capital     Provided herewith
                      Holdings Corp.
       5              Opinion re: legality                    Provided herewith
       23.1           Consent of BDO Seidman, LLP             Provided herewith
       23.2           Consent of Kirkpatrick & Lockhart LLP   Provided herewith 
                                                              (contained in
                                                               Exhibit 5)
       24             Power of Attorney                       Provided herewith


<PAGE>


ITEM 9.  UNDERTAKINGS.

(a)      The undersigned registrant will:

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

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

                  (ii)  Reflect in the  prospectus  any facts or events  arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement;

                   (iii) Include any additional or changed material  information
                  with  respect  to the  plan  of  distribution  not  previously
                  disclosed in the Registration Statement or any material change
                  to such information in the Registration Statement;

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

         (2) For purposes of determining any liability under the Securities Act,
         treat each  post-effective  amendment as a new  registration  statement
         relating to the securities  offered  therein,  and the offering of such
         securities  at that time  shall be deemed to be the  initial  bona fide
         offering thereof.

         (3) File a post-effective  amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.



<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 Miami,  State of  Florida  on this 22nd day of
October, 1997.

                          PHARMASYSTEMS HOLDINGS CORP.


                          By:  /s/ Jose L. Rodriguez, M.D.
                              ---------------------------------------
                                Printed Name:  Jose L. Rodriguez, M.D.
                                Title: President


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  both  Aurelio E.  Alonso and Jose L.
Rodriguez,  M.D. his true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for him and in his name, place and stead, in any
and all capacities  (until  revoked in writing),  to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent  full power and  authority  to do and  perform  each and every act and
thing  requisite  and necessary to be done as fully for all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.

Date:  October 22, 1997      By:  /s/  Jose L. Rodriguez, M.D.
                                  ----------------------------------------------
                                       Printed Name:  Jose L. Rodriguez, M.D.
                                       Title:  President and Director (Principal
                                       Executive Officer)


Date:  October 22, 1997      By:  /s/  Aurelio E. Alonso
                                  ----------------------------------------------
                                       Printed Name:  Aurelio E. Alonso
                                       Title: Chief Financial Officer, 
                                       and Controller Director (Principal
                                       Financial and Accounting Officer)


Date:  October 22, 1997      By:  /s/  Edward F. Safille, M.D.
                                  ----------------------------------------------
                                       Printed Name:  Edward F. Safille, M.D.
                                       Title: Director


Date:  October 22, 1997      By:  /s/  Antonio M. Rodriguez, M.D.
                                  ----------------------------------------------
                                       Printed Name:  Antonio M. Rodriguez, M.D.
                                       Title: Director



<PAGE>


                                  EXHIBIT LIST


  EXHIBIT NO.    DESCRIPTION                             LOCATION
  -----------    -----------                             --------

      4.1       PharmaSystems Holdings Corp. 1997       Provided herewith
                Non-Qualified Stock Option Plan
      4.2       Consulting Agreement with Emerging      Provided herewith
                Growth, Ltd.
      4.3       Consulting Agreement with Yorkshire     Provided herewith
                Capital Management, Ltd.
      4.4       Consulting Agreement with Financial     Provided herewith
                Future Corp.
      4.5       Consulting Agreement with Jeff Bruss    Provided herewith
      4.6       Consulting Agreement with               Provided herewith
                Stockplayer.com, Inc.
      4.7       Intentionally Omitted
      4.8       Consulting Agreement with Lancer S.A.   Provided herewith
      4.9       Consulting Agreement with Inter         Provided herewith
                Capital Holdings Corp.
      4.10      Option Agreement with                   Provided herewith
                Stockplayer.com, Inc.
      4.11      Option Agreement with Emerging          Provided herewith
                Growth, Ltd.
      4.12      Option Agreement with Jeff Bruss        Provided herewith
      4.13      Option Agreement with Venture           Provided herewith
                Funding, Ltd.
      4.14      Option Agreement with Financial         Provided herewith
                Future Corp.
      4.15      Option Agreement with Lanser S.A.       Provided herewith
      4.16      Option Agreement with Yorkshire         Provided herewith
                Capital Management, Ltd.
      4.17      Option Agreement with Inter Capital     Provided herewith
                Holdings Corp.
      5         Opinion re: legality                    Provided herewith
      23.1      Consent of BDO Seidman, LLP             Provided herewith
      23.2      Consent of Kirkpatrick & Lockhart LLP   Provided herewith 
                                                        (contained in Exhibit 5)
      24        Power of Attorney                       Provided herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22930}]
{"company-data": {"conformed-name": "PHARMASYSTEMS HOLDINGS CORP", "cik": "0001027763", "assigned-sic": "6770", "irs-number": "841189040", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38507", "film-number": "97699369"}, "business-address": {"street1": "7350 NW 7TH ST", "street2": "STE 104", "city": "MIAMI", "state": "FL", "zip": "33126", "phone": "3052679500"}, "mail-address": {"street1": "2851 SOUTH PARKER RD", "street2": "STE 720", "city": "AURORA", "state": "CO", "zip": "80014"}, "former-company": {"former-conformed-name": "EURO TEL INC", "date-changed": "19961129"}}
As filed with the Securities and Exchange Commission on October 22, 1997
                                                     Registration No. _________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------

                          PharmaSystems Holdings Corp.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Colorado
         (State or Other Jurisdiction of Incorporation or Organization)

                                   84-1189040
                      (I.R.S. Employer Identification No.)

                          7350 NW 7th Street, Suite 104
                              Miami, Florida 33126
                    (Address of Principal Executive Offices)

                 PharmaSystems Holdings Corp. 1997 Non-Qualified
                                Stock Option Plan
                            (Full Title of the Plan)

                                Aurelio E. Alonso
                          7350 NW 7th Street, Suite 104
                              Miami, Florida 33126
                     (Name and Address of Agent For Service)

                                 (305) 267-9500
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
---------------------------- ---------------------- ---------------------- -------------------- -----------------------
Proposed               Proposed
Title Of                                            Maximum                Maximum
Securities                   Amount                 Offering               Aggregate            Amount Of
To Be                        To Be                  Price Per              Offering             Registration
Registered                   Registered             Share (1)              Price (1)            Fee (1)
---------------------------- ---------------------- ---------------------- -------------------- -----------------------

Common Stock, no par value   6,000,000              $0.01                  $60,000              $18.18
---------------------------- ---------------------- ---------------------- -------------------- -----------------------
(1)  Pursuant to Rule  457(h)(1) of the  Securities  Exchange  Act of 1934,  the
     Proposed  Maximum  Offering  Price Per Share,  Proposed  Maximum  Aggregate
     Offering Price and Amount of Registration  Fee were computed upon the basis
     of the price at which the options registered hereby are anticipated to be
     exercised or $0.01 per share.
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed by  PharmaSystems  Holdings Corp.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated by reference into this Registration Statement:

         (a) The  registration  statement on Form 10-SB filed by Euro-Tel,  Inc.
(the predecessor by merger of the Company), including any amendments thereto.

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended,  since the date of the
Form 10-SB (including any amendments thereto).

         All documents subsequently filed by the Company with the Securities and
Exchange  Commission  pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this Registration
Statement,  but  prior  to the  filing  of a  post-effective  amendment  to this
Registration  Statement  that  indicates  that all  securities  offered  by this
Registration  Statement have been sold or which  deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement.  Each  document  incorporated  by  reference  into this
Registration  Statement  shall  be  deemed  to be a part  of  this  Registration
Statement  from the date of the filing of such document with the  Securities and
Exchange  Commission  until the information  contained  therein is superseded or
updated by any  subsequently  filed document that is  incorporated  by reference
into this Registration Statement or by any document that constitutes part of the
prospectus relating to the PharmaSystems Holdings Corp. 1997 Non-Qualified Stock
Option Plan that meets the  requirements  of Section 10(a) of the Securities Act
of 1933, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  class  of  Common  Stock to be  offered  under  this  Registration
Statement (upon the exercise of the  non-qualified  stock options) is registered
under Section 12 of the Securities Exchange Act of 1934, as amended.

         The  securities  registered  under  this  registration   statement  are
non-qualified stock options and the underlying common stock. Such options can be
granted  to  certain  employees,  consultants,   representatives,  officers  and
directors by the Company's Board of Directors or Stock Option Committee,  if any
(collectively, the "Plan Administrator"), under the PharmaSystems Holdings Corp.
1997  Non-Qualified  Stock Option Plan (the  "Plan").  Such options  entitle the
holders  thereof to purchase up to an aggregate  number of  6,000,000  shares of
common stock of the Company on the terms and conditions  established by the Plan
Administrator.  As of the  date  of  this  Registration  Statement,  options  to
purchase  6,000,000  shares of common  stock of the Company have been granted to
the following consultants:
NAME OF CONSULTANT                     NUMBER OF SHARES OF COMMON STOCK
         ------------------                     --------------------------------
         Intercapital Holdings Corp.                        1,500,000
         Lanser S.A.                                        1,275,000
         Yorkshire Capital Management Ltd.                  1,250,000
         Financial Future Corp.                             1,500,000
         Venture Funding Ltd.                               200,000
         Jeff Bruss                                         200,000
         Emerging Growth, Ltd.                              25,000
         Stockplayer.Com.Inc.                               50,000

         The exercise  price of the options is One Cent ($0.01) per share.  Such
options  will  expire at the  earlier of (i) June 18,  2002 or (ii) the date any
consulting agreement with the Company or any of its subsidiaries is terminated.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         In the Company's Amended and Restated  Articles of Incorporation  dated
November 12, 1996 (the  "Articles"),  the Company  agreed to  indemnify,  to the
fullest extent  permitted by law, any person who is or was a director,  officer,
agent,  fiduciary  or employee of the Company  against any claim,  liability  or
expense  arising  against or incurred by such person made party to a  proceeding
because he is or was a director,  officer,  agent,  fiduciary or employee of the
Company or because he is or was serving another entity or employee  benefit plan
as a director,  officer, partner, trustee,  employee,  fiduciary or agent at the
Company's request. In addition and subject to certain  exceptions,  the Articles
limit the personal  liability of a director,  providing  that no director of the
Company shall have any personal liability for monetary damages to the Company or
its shareholders for breach of his fiduciary duty as a director. Such limitation
of liability does not apply to: (i) any breach of the director's duty of loyalty
to the Company or its shareholders;  (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) voting
for or assenting to a distribution in violation of Colorado Business Corporation
Act Section 7-106-401 or the Articles if it is established that the director did
not perform his duties in compliance  with  Colorado  Business  Corporation  Act
Section 7-108-401,  provided  that the personal  liability of a director in this
circumstance  shall be limited to the amount of the  distribution  which exceeds
what could have been lawfully  distributed;  or (iv) any transaction  from which
the director directly or indirectly derives an improper personal benefit.

         In  addition,  ss.  7-109-103  of  Colorado  Business  Corporation  Act
provides  the  following  mandatory  indemnification:  "Unless  limited  by  its
articles of incorporation, a corporation shall indemnify a person who was wholly
successful,  on the merits or  otherwise,  in the defense of any  proceeding  to
which the person was a party  because the person is or was a  director,  against
reasonable expenses incurred by him or her in connection with the proceeding."

         A court may  authorize  indemnification  pursuant to ss.  7-109-105  of
Colorado Business Corporation Act, which provides:

                  (1)   Unless   otherwise   provided   in   the   articles   of
                  incorporation,  a  director  who  is  or  was  a  party  to  a
                  proceeding  may  apply  for   indemnification   to  the  court
                  conducting  the  proceeding  or to another  court of competent
                  jurisdiction.  On receipt of an application,  the court, after
                  giving  any notice the court  considers  necessary,  may order
                  indemnification in the following manner:

                  (a)  If  it  determines  that  the  director  is  entitled  to
mandatory  indemnification under section 7-109-103,  the court
                  shall  order  indemnification,  in which case the court  shall
                  also order the  corporation to pay the  director's  reasonable
                  expenses incurred to obtain court-ordered indemnification.

                  (b)  If  it  determines   that  the  director  is  fairly  and
                  reasonably  entitled  to  indemnification  in  view of all the
                  relevant  circumstances,  whether or not the  director met the
                  standard of conduct set forth in section  7-109-102(1)  or was
                  adjudged  liable in the  circumstances  described  in  section
                  7-109-102(4),  the court may order such indemnification as the
                  court  deems  proper;  except  that the  indemnification  with
                  respect to any proceeding in which  liability  shall have been
                  adjudged   in   the   circumstances   described   in   section
                  7-109-102(4)  is limited to  reasonable  expenses  incurred in
                  connection   with  the  proceeding  and  reasonable   expenses
                  incurred to obtain court-ordered indemnification.

         In determining whether to indemnify a director or to advance costs, the
corporation  must comply with the procedures  set forth in Section  7-109-106 of
Colorado  Business  Corporation Act. The corporation must also provide notice of
such  indemnification  to its  shareholders  pursuant  to Section  7-109-110  of
Colorado Business Corporation Act.

ITEM 8.  EXHIBITS.

  EXHIBIT NO.         DESCRIPTION                             LOCATION
  -----------         -----------                             --------

       4.1            PharmaSystems Holdings Corp. 1997       Provided herewith
                      Non-Qualified Stock Option Plan
       4.2            Consulting Agreement with Emerging      Provided herewith
                      Growth, Ltd.
       4.3            Consulting Agreement with Yorkshire     Provided herewith
                      Capital Management, Ltd.
       4.4            Consulting Agreement with Financial     Provided herewith
                      Future Corp.
       4.5            Consulting Agreement with Jeff Bruss    Provided herewith
       4.6            Consulting Agreement with               Provided herewith
                      Stockplayer.com, Inc.
       4.7            Intentionally Omitted
       4.8            Consulting Agreement with Lancer S.A.   Provided herewith
       4.9            Consulting Agreement with Inter         Provided herewith
                      Capital Holdings Corp.
       4.10           Option Agreement with                   Provided herewith
                      Stockplayer.com, Inc.
       4.11           Option Agreement with Emerging          Provided herewith
                      Growth, Ltd.
4.12           Option Agreement with Jeff Bruss        Provided herewith
       4.13           Option Agreement with Venture           Provided herewith
                      Funding, Ltd.
       4.14           Option Agreement with Financial         Provided herewith
                      Future Corp.
       4.15           Option Agreement with Lanser S.A.       Provided herewith
       4.16           Option Agreement with Yorkshire         Provided herewith
                      Capital Management, Ltd.
       4.17           Option Agreement with Inter Capital     Provided herewith
                      Holdings Corp.
       5              Opinion re: legality                    Provided herewith
       23.1           Consent of BDO Seidman, LLP             Provided herewith
       23.2           Consent of Kirkpatrick & Lockhart LLP   Provided herewith 
                                                              (contained in
                                                               Exhibit 5)
       24             Power of Attorney                       Provided herewith
ITEM 9.  UNDERTAKINGS.

(a)      The undersigned registrant will:

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

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

                  (ii)  Reflect in the  prospectus  any facts or events  arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement;

                   (iii) Include any additional or changed material  information
                  with  respect  to the  plan  of  distribution  not  previously
                  disclosed in the Registration Statement or any material change
                  to such information in the Registration Statement;

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

         (2) For purposes of determining any liability under the Securities Act,
         treat each  post-effective  amendment as a new  registration  statement
         relating to the securities  offered  therein,  and the offering of such
         securities  at that time  shall be deemed to be the  initial  bona fide
         offering thereof.

         (3) File a post-effective  amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.
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 Miami,  State of  Florida  on this 22nd day of
October, 1997.

                          PHARMASYSTEMS HOLDINGS CORP.

                          By:  /s/ Jose L. Rodriguez, M.D.
                              ---------------------------------------
                                Printed Name:  Jose L. Rodriguez, M.D.
                                Title: President

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  both  Aurelio E.  Alonso and Jose L.
Rodriguez,  M.D. his true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for him and in his name, place and stead, in any
and all capacities  (until  revoked in writing),  to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent  full power and  authority  to do and  perform  each and every act and
thing  requisite  and necessary to be done as fully for all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.

Date:  October 22, 1997      By:  /s/  Jose L. Rodriguez, M.D.
                                  ----------------------------------------------
                                       Printed Name:  Jose L. Rodriguez, M.D.
                                       Title:  President and Director (Principal
                                       Executive Officer)

Date:  October 22, 1997      By:  /s/  Aurelio E. Alonso
                                  ----------------------------------------------
                                       Printed Name:  Aurelio E. Alonso
                                       Title: Chief Financial Officer, 
                                       and Controller Director (Principal
                                       Financial and Accounting Officer)

Date:  October 22, 1997      By:  /s/  Edward F. Safille, M.D.
                                  ----------------------------------------------
                                       Printed Name:  Edward F. Safille, M.D.
                                       Title: Director

Date:  October 22, 1997      By:  /s/  Antonio M. Rodriguez, M.D.
                                  ----------------------------------------------
                                       Printed Name:  Antonio M. Rodriguez, M.D.
                                       Title: Director
EXHIBIT LIST

  EXHIBIT NO.    DESCRIPTION                             LOCATION
  -----------    -----------                             --------

      4.1       PharmaSystems Holdings Corp. 1997       Provided herewith
                Non-Qualified Stock Option Plan
      4.2       Consulting Agreement with Emerging      Provided herewith
                Growth, Ltd.
      4.3       Consulting Agreement with Yorkshire     Provided herewith
                Capital Management, Ltd.
      4.4       Consulting Agreement with Financial     Provided herewith
                Future Corp.
      4.5       Consulting Agreement with Jeff Bruss    Provided herewith
      4.6       Consulting Agreement with               Provided herewith
                Stockplayer.com, Inc.
      4.7       Intentionally Omitted
      4.8       Consulting Agreement with Lancer S.A.   Provided herewith
      4.9       Consulting Agreement with Inter         Provided herewith
                Capital Holdings Corp.
      4.10      Option Agreement with                   Provided herewith
                Stockplayer.com, Inc.
      4.11      Option Agreement with Emerging          Provided herewith
                Growth, Ltd.
      4.12      Option Agreement with Jeff Bruss        Provided herewith
      4.13      Option Agreement with Venture           Provided herewith
                Funding, Ltd.
      4.14      Option Agreement with Financial         Provided herewith
                Future Corp.
      4.15      Option Agreement with Lanser S.A.       Provided herewith
      4.16      Option Agreement with Yorkshire         Provided herewith
                Capital Management, Ltd.
      4.17      Option Agreement with Inter Capital     Provided herewith
                Holdings Corp.
      5         Opinion re: legality                    Provided herewith
      23.1      Consent of BDO Seidman, LLP             Provided herewith
      23.2      Consent of Kirkpatrick & Lockhart LLP   Provided herewith 
                                                        (contained in Exhibit 5)
      24        Power of Attorney                       Provided herewith