FORM 8-K


                       Securities and Exchange Commission

                             Washington, D.C. 20549


                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                          Date of Report: June 17, 1999


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



     ARIZONA                        0-29414                         86-0846405
(State or other                 (Commission File                  (IRS Employer
Jurisdiction of                     Number)                       Identification
 Incorporation                                                        Number)


15849 North 77th Street, Scottsdale, Arizona                          85260
  (Address of Principal Executive Offices)                          (Zip Code)


       Registrant's Telephone Number, including area code: (480) 922-8887

ITEM 2. DISPOSITION OF ASSETS.

         SALE OF CAN-AM  INTERNATIONAL  INVESTMENTS,  CORP.  On or about June 2,
1999, Premium Cigars  International,  Ltd. (the "Company") finalized the sale of
all  of  its  shares  in  its  wholly  owned  subsidiary,  Can-Am  International
Investments,  Corp.  ("Can-Am"),  to Ultimate Cigars, Corp. ("ULTC"), a publicly
traded company, for $500,000. In connection with the sale of Can-Am, the Company
and ULTC exchanged 100,000 shares of each other's common stock. ULTC has already
paid the  Company  the  first  required  installment  of  $250,000.  The  second
installment  of $250,000 is due on or before June 20,  1999.  Additionally,  the
Company has entered into an option  agreement with ULTC (the "Option")  pursuant
to which ULTC has the option to acquire  additional  shares for a total of up to
50% of the Company's  issued and  outstanding  stock for a payment of $2,500,000
and all outstanding shares of ULTC's common stock not owned by the Company.  The
Option is subject to the approval of the  shareholders  for both the Company and
ULTC.

ITEM 5. OTHER EVENTS.

         NASDAQ DELISTING. As disclosed in a prior press release for the Company
and in the Company's Form 10-QSB filed for the quarter ended March 31, 1999, the
Listing Qualifications Panel of the Nasdaq Stock Market determined to delist the
securities of the Company  effective with the close of business on May 11, 1999.
Shares of the Company are currently being traded on the OTC Bulletin Board.  The
Company's management team, in conjunction with the Company's Board of Directors,
is evaluating all available options relating to this action.  The Nasdaq Listing
and Hearing  Review  Council  may, on its own  motion,  determine  to review any
Listing  Qualifications  Panel decision  within 45 days of the decision.  If the
Review  Council  determines  to review  this  decision  it may  affirm,  modify,
reverse, dismiss, or remand the decision of the Panel.

         APPOINTMENT OF NEW CHIEF EXECUTIVE OFFICER. As previously  disclosed in
a press release dated May 21, 1999, the Company named Scott Lambrecht as the new
President and Chief Executive  Officer.  Scott Lambrecht was an original founder
of the  Company  and  previously  served as Vice  President  of  Operations  and
Secretary to the Company. Scott Lambrecht's appointment followed the resignation
of John E. Greenwell as President,  Chief Executive  Officer and Director of the
Company.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Thursday, June 17, 1999                 PREMIUM CIGARS INTERNATIONAL, LTD.


                                        By: /s/ Scott Lambrecht
                                            ------------------------------
                                            Scott Lambrecht, President