SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-A


                For Registration of Certain Classes of Securities
                    Pursuant to Section 12(b) or 12(g) of the
                         Securities Exchange Act of 1934


                           Dynamic International, Ltd.
             (Exact Name of Registrant as Specified in its Charter)


            Nevada                                           93-1215401
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                            Identification Number)




58 Second Avenue, Brooklyn NY                                  11215
(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

Securities to be Registered Pursuant to Section 12(g) of the Act:


               Units each consisting of one share of Common Stock
                               One Class A Warrant
                             and One Class B Warrant
                                (Title of Class)

                                Class A Warrants
                                (Title of Class)

                                Class B Warrants
                                (Title of Class)








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

         The description of the securities  registered  herewith is incorporated
by reference to the prospectus  included in the  Registration  Statement on Form
S-1 (Registration Number 333-25425).


Item 2.           Exhibits.*

                  (1)  Class A and B Warrant Certificates

                  (2)  Form of Unit Certificates

- ------------------------
         *        Incorporated by reference to Registrant's Registration
Statement on Form S-1 (Registration Number 333-25425)










                                    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.



Date: November 26, 1997



                                                  DYNAMIC INTERNATIONAL, LTD.


                                                  By:   /s/
                                                      Marton Grossman, President