PREMIUM CIGARS INTERNATIONAL LTD
8-A12G, 1997-08-21
TOBACCO PRODUCTS
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                                    Form 8-A

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       PREMIUM CIGARS INTERNATIONAL, LTD.
             (Exact name of registrant as specified in its charter)

                   Arizona                              86-0846405
          State or jurisdiction of                    (IRS Employer
          incorporation or organization)           Identification No.)

            15651 North 83rd Way, Suite 3, Scottsdale, Arizona  85260
               (Address of principal executive offices)      (Zip Code)

        Securities to be registered pursuant to Section 12(b) of the Act:

                 Title of each class             Name of each exchange on which
                 to be so registered:            each class is to be registered:

                                        None

         If this  Form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(b) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(c), check the following box. [ ]

         If this  Form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(g) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(d), check the following box. [ ]

         Securities  Act  registration  statement file number to which this form
relates: 333-29985.

         Securities to be registered pursuant to Section 12(g) of the Act:

                                 Title of Class:

                      Shares of Common Stock, No Par Value
<PAGE>
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered.

         Incorporated  by reference  from  Registrant's  Securities  Act of 1933
final  registration  statement  on Form SB-2,  declared  effective on August 21,
1997, including any post-effective amendment thereto.

Item 2. Exhibits.

         II.1*    The Registrant's  Final  Registration  Statement on Form SB-2,
                  declared   effective  on  August  21,  1997,   including   any
                  post-effective amendment thereto.

         II.4.1*  Articles of Incorporation.

         II.4.2*  Amended and Restated Bylaws, dated May 3, 1997.

         II.4.3*  Amendment to Bylaws, dated July 30, 1997.

         II.5*    Specimen Common Stock Certificate.

* Incorporated by reference from the Registrant's Final  Registration  Statement
on  Form  SB-2,   declared   effective  on  August  21,  1997,   including   any
post-effective amendment.

                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                           PREMIUM CIGARS INTERNATIONAL, LTD.



Date: August 21, 1997                      By: /s/  Steven A. Lambrecht
                                           -------------------------------------
                                           Steven A. Lambrecht
                                           President and Chief Executive Officer
                                        2


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