As filed with the Securities and Exchange Commission on October 27,1999

                                                       Registration No. 333-9809


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------
                                  MCY.COM, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                        87-0561634
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                         Identification No.)

    1133 Avenue of the Americas, 28th Floor
    New York, New York                                            10036
    (Address of Principal Executive Offices)                   (Zip Code)

          MCY.COM, INC. AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN
                            (Full title of the plan)

             Bernhard Fritsch, President and Chief Executive Officer
                                  MCY.com, Inc.
                     1133 Avenue of the Americas, 28th Floor
                            New York, New York 10036

                     (Name and address of agent for service)

                                 (212) 944-6664
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                              Martin Eric Weisberg
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6050

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this registration statement.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                          PROPOSED        PROPOSED
TITLE OF                                                  MAXIMUM         MAXIMUM
EACH CLASS                           AMOUNT OF            OFFERING        AGGREGATE       AMOUNT OF
OF SECURITIES                        SHARES TO BE         PRICE PER       OFFERING        REGISTRATION
TO BE REGISTERED                     REGISTERED(1)(3)     SHARE (2)       PRICE  (2)      FEE (2)
------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>             <C>             <C>
Common Stock, par value $0.001
per share                             375,450                (2)          $1,075,050       $ 299
------------------------------------------------------------------------------------------------------
</TABLE>
(1)   Pursuant  to  Rule  416(b),  all  additional   securities  resulting  from
      anti-dilution  adjustments,  if any, under the MCY.com,  Inc.  Amended and
      Restated  1999  Stock  Incentive  Plan (the  "Plan")  shall also be deemed
      covered.

(2)   Pursuant to Rule 457(h),  estimated  solely for the purpose of calculating
      the  registration  fee based upon the prices at which the  options  may be
      exercised:  (i) 86,700  underlying  shares of common  stock at an exercise
      price of $ 1.50 per share; (ii) 281,250  underlying shares of common stock
      at an  exercise  price of $ 3.20 per  share;  and (iii)  7,500  underlying
      shares of common stock at an exercise price of $ 6.00 per share.


<PAGE>


(3)   The total number of shares of  common stock authorized to be  issued under
      the Plan is 15,000,000 shares of common stock.


<PAGE>


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents  previously filed by us with the Securities and
Exchange  Commission  (File  No.  333-9809)  pursuant  to  Section  13(a) of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated by reference:

                  (a)      Our annual report on Form 10-KSB for the fiscal  year
                           ended December 31, 1998;

                  (b)      Our  quarterly  reports on Form 10-QSB for the fiscal
                           quarters  ended  March 31, 1999 and June 30, 1999 and
                           our current  reports on Form 8-KSB dated  October 13,
                           1999 (date of  earliest  event  reported)  and dated
                           August 2, 1999 (date of earliest event reported);

         All documents filed by us after the date of this registration statement
pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and before 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 this registration  statement and to
be a part of this  registration  statement  from the date of the  filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         We are registering  shares of the common stock, par value of $0.001 per
share.  Each  holder of our common  stock is  entitled  to one vote per share of
common  stock  standing  in such  holder's  name on our  records on each  matter
submitted to a vote of our  stockholders,  except as otherwise  required by law.
Holders  of our  common  stock do not have  cumulative  voting  rights  so that,
subject to the rights of the holders of our Series I Voting  Preferred  Stock as
discussed  below,  the  holders of more than 50% of the  combined  shares of our
common stock voting for the election of directors may elect all of the directors
if they choose to do so and, in that event,  the holders of the remaining shares
of our  common  stock  will not be able to elect  any  members  to our  board of
directors.

         Holders  of our  common  stock  are  entitled  to equal  dividends  and
distributions,  per share,  when,  as and if declared by our board of  directors
from  funds  legally  available.  Holders  of  our  common  stock  do  not  have
pre-emptive  rights to subscribe for any of our securities nor are any shares of
our common stock redeemable or convertible into any of our other securities.  If
we  liquidate,  dissolve or wind up our business or affairs,  our assets will be
divided up pro-rata on a  share-for-share  basis among the holders of our common
stock after creditors and preferred shareholders, if any, are paid.


                                      II-2


<PAGE>


         Our amended and restated  certificate  of  incorporation  also provides
that the  holders of our Series I Voting  Preferred  Stock are  entitled to vote
with the holders of our common stock on all matters,  except that holders of our
Series I Voting Preferred Stock are entitled to one hundred votes for each share
of Series I Voting Preferred Stock held. Except for these voting rights, holders
of our Series I Voting  Preferred  Stock are not  entitled  to any  liquidation,
dividend, conversion or other rights.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides,  in general,  that a  corporation  incorporated  under the laws of the
State of Delaware,  such as the registrant,  may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action,  suit or proceeding  (other than a derivative action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  enterprise,  against expenses (including  attorney's fees),  judgments,
fines and amounts paid in settlement  actually and  reasonably  incurred by such
person in connection  with such action,  suit or proceeding if such person acted
in good faith and in a manner  such person  reasonably  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful.

         Article VII of our amended and restated  certificate  of  incorporation
provides  that  to  the  fullest  extent   permitted  by  the  Delaware  General
Corporation  Law as the same exists or as may hereafter be amended,  none of our
directors shall be personally  liable to us or to our  stockholders  for or with
respect to any acts or omissions in the  performance of his or her duties as one
of our  directors.  If Article VII of our amended and  restated  certificate  of
incorporation is amended or repealed, the amendment or repeal will not eliminate
or reduce the effect of any right or protection  of our  directors  that existed
immediately prior to such amendment or repeal.

         Our by-laws, as amended,  provide that we shall indemnify our officers,
directors and employees.  The rights to indemnity  continue if even a person has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the person's heirs,  executors and  administrators.  In addition,  we
shall pay for any expenses  incurred by a director or officer in  defending  any
action, suit or proceeding by reason of the fact that he or she is or was one of
our directors or officers unless such officer,  director or employee is adjudged
liable for  negligence or misconduct in performing  his or her duties.  If we do
not pay in full the claim for  indemnification of any such officer,  director or
employee within thirty days after we receive the written claim, the claimant may
at any time  thereafter sue us to recover the unpaid amount of the claim and, if
successful in whole or in part,  the claimant  shall be entitled to be paid also
the  expense  of  prosecuting  such  claim.  We may,  by  action of our board of
directors,  indemnify our employees and agents with the same scope and effect as
the foregoing indemnification of our directors and officers.

         We maintain directors and officers liability  insurance coverage with a
$10,000,000  annual aggregate limit of liability.  National Union Fire Insurance
Company  provides  us with a primary $ 2,000,000  layer  while  Royal  Insurance
Company  provides us with a $ 3,000,000  layer in excess of the  National  Union
policy. TIG


                                      II-3

<PAGE>


Insurance  Company  provides  us with a $  5,000,000  layer in  excess  over the
National Union and Royal  Insurance  policies.  All of these policies  expire on
July 15, 2000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.


                                      II-4


<PAGE>


ITEM 8.  EXHIBITS.

Exhibit
Number        Description
-------       -----------

4.1           Amended and Restated Certificate of Incorporation. (1)

4.2           By-Laws, as amended. (2)

5.1           Opinion of Parker Chapin Flattau & Klimpl, LLP. (3)

23.1          Consent of Pritchett, Siler & Hardy, P.C., Certified Public
              Accountants. (3)

23.2          Consent of Richard A. Eisner & Company, LLP. (3)

23.3          Consent of Parker Chapin Flattau & Klimpl, LLP (included in
              Exhibit 5.1).

24.1          Powers of Attorney of Directors and Certain Officers of the
              Registrant.(4).

99.1          MCY.com, Inc. Amended and Restated 1999 Stock Incentive Plan. (5)

99.2          Form of Award Agreement ("Stock Option Agreement") under the
              MCY.com, Inc. Amended and Restated 1999 Stock Incentive Plan (3)

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

(1)  Incorporated  by reference from our current report on Form 8-K dated August
     2, 1999 (date of earliest event reported).

(2)  Incorporated by reference from Exhibit 3.3 to our registration statement on
     Form SB-2 as filed with the Securities and Exchange  Commission  ("SEC") on
     August 9, 1996, SEC File No. 333- 9809.

(3)  Filed herewith.

(4)  Filed  herewith  as  part  of  the  signature  page  to  this  registration
     statement.

(5)  Incorporated  by reference  from Exhibit 10.0 to our current report on Form
     8-K dated October 13, 1999 (date of earliest event  reported) as filed with
     the SEC on October 15, 1999, SEC File No. 333-9809.


                                      II-5

<PAGE>


ITEM 9.           UNDERTAKINGS.

                  We undertake to do the following:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           registration statement:

                           (i)      To   include   any  prospectus  required  by
                                    Section  10(a)(3)  of the Securities Act  of
                                    1933, as amended;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    this  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 this  registration
                                    statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in this  registration
                                    statement  or any  material  change  to such
                                    information in this 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, Form S-8, Form F-3,
         and  the  information  required  to  be  included  in a  post-effective
         amendment by those  paragraphs is contained in periodic reports that we
         file pursuant to Section 13 or 15(d) of the Securities  Exchange Act of
         1934 that are incorporated by reference in the registration statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under the  Securities  Act of 1933, as amended,  each
                           such post-effective amendment shall be deemed to be a
                           new registration statement relating to the securities
                           offered  by  such  registration  statement,  and  the
                           offering  of such  securities  at that time  shall be
                           deemed to be the initial BONA FIDE offering.

                  (3)      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.

                  We undertake  that, for purposes of determining  any liability
         under the Securities Act of 1933, as amended, each filing of our annual
         report  pursuant to Section  13(a) or Section  15(d) of the  Securities
         Exchange Act of 1934, as amended,  that is incorporated by reference in
         this  registration  statement shall be deemed to be a new  registration
         statement  relating  to the  securities  offered  in such  registration
         statement,  and the offering of such  securities  at that time shall be
         deemed to be the initial BONA FIDE offering.

                  Regarding  whether  indemnification  for  liabilities  arising
         under the Securities  Act of 1933, as amended,  may be permitted to our
         directors,  officers and controlling persons pursuant to the provisions
         described under Item 6 above,  or otherwise,  we have been advised that
         in  the  opinion  of  the  Securities  and  Exchange   Commission  such
         indemnification is against public policy as expressed in the Securities
         Act of 1933, as amended, and is, therefore,  unenforceable.  If a claim
         for indemnification against such liabilities (other than our payment of
         expenses  incurred  or  paid  by  one  of our  directors,  officers  or
         controlling  persons 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,  we will,


                                      II-6

<PAGE>

          unless in the opinion of our  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  Securities  Act of 1933,  as amended,  and
          will be governed by the final adjudication of such issue.


                                      II-7
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
we certify  that we have  reasonable  grounds to believe that we meet all of the
requirements  for  filing on Form S-8 and have  duly  caused  this  registration
statement  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 27th day of
October, 1999.

                                         MCY.com, Inc.

                                                  /s/ Bernard Fritsch
                                         By:  __________________________________
                                              Name:   Bernhard Fritsch
                                              Title:  President and Chief
                                                      Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  Bernhard  Fritsch  with the power of
substitution, as his attorney-in-fact, in all capacities, to sign any amendments
to this registration statement (including post-effective amendments) and to file
the same,  with exhibits  thereto and other  documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that  said  attorney-in-fact  or his  substitute  may do or  cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities indicated on the 27th day of October, 1999.

         Signature                 Title
         ---------                 -----

   /s/ Bernhard Fritsch
___________________________        Chairman of the Board of Directors, Chief
Name:  Bernhard Fritsch            Executive Officer, President and Director


   /s/ Lisa Short
___________________________        Secretary
Name:  Lisa Short


   /s/ Hubertus von Hesse
___________________________        Director
Name:  Hubertus von Hesse


                                      II-8

<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number        Description
-------       -----------

4.1           Amended and Restated Certificate of Incorporation. (1)

4.2           By-Laws, as amended. (2)

5.1           Opinion of Parker Chapin Flattau & Klimpl, LLP. (3)

23.1          Consent of Pritchett, Siler & Hardy, P.C., Certified Public
              Accountants. (3)

23.2          Consent of Richard A. Eisner & Company, LLP. (3)

23.3          Consent of Parker Chapin Flattau & Klimpl, LLP (included in
              Exhibit 5.1).

24.1          Powers of Attorney of Directors and Certain Officers of the
              Registrant.(4).

99.1          MCY.com, Inc. Amended and Restated 1999 Stock Incentive Plan. (5)

99.2          Form of Award Agreement ("Stock Option Agreement") under the
              MCY.com, Inc. Amended and Restated 1999 Stock Incentive Plan (3)

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

(1)  Incorporated  by reference from our current report on Form 8-K dated August
     2, 1999 (date of earliest event reported).

(2)  Incorporated by reference from Exhibit 3.3 to our registration statement on
     Form SB-2 as filed with the Securities and Exchange  Commission  ("SEC") on
     August 9, 1996, SEC File No. 333- 9809.

(3)  Filed herewith.

(4)  Filed  herewith  as  part  of  the  signature  page  to  this  registration
     statement.

(5)  Incorporated  by reference  from Exhibit 10.0 to our current report on Form
     8-K dated October 13, 1999 (date of earliest event  reported) as filed with
     the SEC on October 15, 1999, SEC File No. 333-9809.


                                      II-9


<PAGE>


                                                                    EXHIBIT 5.1


                       PARKER CHAPIN FLATTAU & KLIMPL, LLP
                               COUNSELLORS AT LAW
                           1211 Avenue of the Americas
                             New York, NY 10036-8735
                                 (212) 704-6000
                                  Cable LawPark
                               Fax (212) 704-6288
                                  Telex 640367


                                                             175 Great Neck Road
                                                           Great Neck, NY  11021
                                                                  (516) 482-4422
                                                              Fax (516) 482-4469


                                October 26, 1999


MCY.com, Inc.
1133 Avenue of the Americas
New York, New York 10036

              RE:  MCY.COM, INC.
                   -------------

Dear Ladies and Gentlemen:

         We have acted as counsel to MCY.com,  Inc., a Delaware corporation (the
"Company"),  in  connection  with its  Registration  Statement  on Form S-8 (the
"Registration   Statement")  to  be  filed  with  the  Securities  and  Exchange
Commission relating to the offering of up to 375,450 shares of common stock, par
value $0.001 per share,  (the "Common  Stock"),  to key employees,  non-employee
directors of, and consultants to, the Company or any parent or subsidiary of the
Company upon the exercise of options  which have been,  or may from time to time
be,  granted by the  Company  under the  Company's  MCY.com,  Inc.  Amended  and
Restated  1999  Stock   Incentive  Plan  (the  "Plan"),   and  such   additional
indeterminate  number  of shares  of  Common  Stock as may be  issued  under the
anti-dilution provisions of the Plan.

         In rendering this opinion expressed below, we have examined the Amended
and  Restated  Certificate  of  Incorporation  of the Company,  as amended,  the
By-laws of the Company, as amended, and minutes of the corporate  proceedings of
the Company relating to the Plan. In addition,  we have examined and relied upon
such matters of law,  certificates  and  examinations of public  officials as we
have deemed relevant to the rendering of this opinion. We have not examined each
award agreement in respect of options granted under the Plan. We have,  however,
examined  the form of award  agreements  which the Company has advised us is the
form of award agreement used by it under the Plan. We have also been informed by
the Company  that each award  agreement  between the Company and option  holders
under  the Plan is  substantially  in the form of the  award  agreement  we have
examined.  In all of our  examinations,  we have  assumed  the  accuracy  of all
information furnished to us, the genuineness of all documents, the conformity to
originals of all documents submitted to us as certified, conformed, facsimile or
photostatic copies thereof,  as well as the genuineness of all signatures on all
such documents.

         Our  opinion is  limited to the date  hereof and we do not in any event
undertake to advise you of any facts or circumstances occurring or coming to our
attention subsequent to the date hereof.

         Finally,  we are counsel  admitted to practice only in the State of New
York, and we express no opinions as to the applicable  laws of any  jurisdiction
other than those of the State of New York and the United States of America.


<PAGE>


         Based upon and subject to the foregoing, we are of the opinion that the
shares of the Company's  Common Stock issued pursuant to the exercise of options
granted or to be granted under the Plan,  when issued pursuant to the provisions
of the Plan, are legally issued, fully paid and non-assessable.

         We consent to the filing of a copy of this opinion as an exhibit to the
Company's Registration Statement with respect to the Plan.

                                   Very truly yours,

                                   /s/ Parker Chapin Flattau & Klimpl, LLP
                                   --------------------------------------------
                                   PARKER CHAPIN FLATTAU & KLIMPL, LLP


<PAGE>


                                                                    Exhibit 23.1


                         PRITCHETT, SILER & HARDY, P.C.
                          Certified Public Accountants
                               430 EAST 400 SOUTH
                           SALT LAKE CITY, UTAH 84111
                       (801) 328-2727; FAX (801) 328-1123


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby  consent  to the  incorporation  by  reference  into the  accompanying
registration  statement  on Form S-8, of our report  dated  February  26,  1999,
relating  to the  December  31, 1998  financial  statements  of Health  Builders
International,   Inc.,  appearing  in  the  annual  report  of  Health  Builders
International,  Inc.  (currently known as MCY.com,  Inc.) on Form 10-KSB for the
year ended December 31, 1998.

/s/ Pritchett, Siler & Hardy, P.C.

PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
October 25, 1999


<PAGE>


                                                                    Exhibit 23.2


INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation  by  reference in this  Registration  Statement
(Form S-8 No. 333- 9809)  pertaining to the MCY.com,  Inc.  amended and restated
1999 Stock  Incentive Plan of our reports dated September 17, 1999, with respect
to (i) the  consolidated  financial  statements of MCY.com,  Inc. as of July 31,
1999 and for the period from January 8, 1999  (inception)  through July 31, 1999
and (ii) the  combined  financial  statements  of the  predecessor  companies of
MCY.com, Inc. as of and for the years ended December 31, 1996, 1997 and 1998 and
for the periods  from  January 1, 1999  through July 2, 1999 and January 1, 1996
through  July 2, 1999  included in MCY.com,  Inc.  Current  Report on Form 8-KSB
dated October 13, 1999, filed with the Securities and Exchange Commission.

/s/ Richard A. Eisner & Company, LLP
Richard A. Eisner & Company, LLP

New York, New York
October 25, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 28605}]
{"company-data": {"conformed-name": "MCY COM INC /DE/", "cik": "0001020669", "assigned-sic": "7200", "irs-number": "870561634", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89757", "film-number": "99734906"}, "business-address": {"street1": "1133 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2129446664"}, "mail-address": {"street1": "1133 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10036"}, "former-company": {"former-conformed-name": "HEALTH BUILDERS INTERNATIONAL INC", "date-changed": "19960807"}}
As filed with the Securities and Exchange Commission on October 27,1999

                                                       Registration No. 333-9809

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------
                                  MCY.COM, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                        87-0561634
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                         Identification No.)

    1133 Avenue of the Americas, 28th Floor
    New York, New York                                            10036
    (Address of Principal Executive Offices)                   (Zip Code)

          MCY.COM, INC. AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN
                            (Full title of the plan)

             Bernhard Fritsch, President and Chief Executive Officer
                                  MCY.com, Inc.
                     1133 Avenue of the Americas, 28th Floor
                            New York, New York 10036

                     (Name and address of agent for service)

                                 (212) 944-6664
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                              Martin Eric Weisberg
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6050

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this registration statement.

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
                                                          PROPOSED        PROPOSED
TITLE OF                                                  MAXIMUM         MAXIMUM
EACH CLASS                           AMOUNT OF            OFFERING        AGGREGATE       AMOUNT OF
OF SECURITIES                        SHARES TO BE         PRICE PER       OFFERING        REGISTRATION
TO BE REGISTERED                     REGISTERED(1)(3)     SHARE (2)       PRICE  (2)      FEE (2)
------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001
per share                             375,450                (2)          $1,075,050       $ 299
------------------------------------------------------------------------------------------------------
(1)   Pursuant  to  Rule  416(b),  all  additional   securities  resulting  from
      anti-dilution  adjustments,  if any, under the MCY.com,  Inc.  Amended and
      Restated  1999  Stock  Incentive  Plan (the  "Plan")  shall also be deemed
      covered.

(2)   Pursuant to Rule 457(h),  estimated  solely for the purpose of calculating
      the  registration  fee based upon the prices at which the  options  may be
      exercised:  (i) 86,700  underlying  shares of common  stock at an exercise
      price of $ 1.50 per share; (ii) 281,250  underlying shares of common stock
      at an  exercise  price of $ 3.20 per  share;  and (iii)  7,500  underlying
      shares of common stock at an exercise price of $ 6.00 per share.
(3)   The total number of shares of  common stock authorized to be  issued under
      the Plan is 15,000,000 shares of common stock.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents  previously filed by us with the Securities and
Exchange  Commission  (File  No.  333-9809)  pursuant  to  Section  13(a) of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated by reference:

                  (a)      Our annual report on Form 10-KSB for the fiscal  year
                           ended December 31, 1998;

                  (b)      Our  quarterly  reports on Form 10-QSB for the fiscal
                           quarters  ended  March 31, 1999 and June 30, 1999 and
                           our current  reports on Form 8-KSB dated  October 13,
                           1999 (date of  earliest  event  reported)  and dated
                           August 2, 1999 (date of earliest event reported);

         All documents filed by us after the date of this registration statement
pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and before 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 this registration  statement and to
be a part of this  registration  statement  from the date of the  filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         We are registering  shares of the common stock, par value of $0.001 per
share.  Each  holder of our common  stock is  entitled  to one vote per share of
common  stock  standing  in such  holder's  name on our  records on each  matter
submitted to a vote of our  stockholders,  except as otherwise  required by law.
Holders  of our  common  stock do not have  cumulative  voting  rights  so that,
subject to the rights of the holders of our Series I Voting  Preferred  Stock as
discussed  below,  the  holders of more than 50% of the  combined  shares of our
common stock voting for the election of directors may elect all of the directors
if they choose to do so and, in that event,  the holders of the remaining shares
of our  common  stock  will not be able to elect  any  members  to our  board of
directors.

         Holders  of our  common  stock  are  entitled  to equal  dividends  and
distributions,  per share,  when,  as and if declared by our board of  directors
from  funds  legally  available.  Holders  of  our  common  stock  do  not  have
pre-emptive  rights to subscribe for any of our securities nor are any shares of
our common stock redeemable or convertible into any of our other securities.  If
we  liquidate,  dissolve or wind up our business or affairs,  our assets will be
divided up pro-rata on a  share-for-share  basis among the holders of our common
stock after creditors and preferred shareholders, if any, are paid.

                                      II-2
Our amended and restated  certificate  of  incorporation  also provides
that the  holders of our Series I Voting  Preferred  Stock are  entitled to vote
with the holders of our common stock on all matters,  except that holders of our
Series I Voting Preferred Stock are entitled to one hundred votes for each share
of Series I Voting Preferred Stock held. Except for these voting rights, holders
of our Series I Voting  Preferred  Stock are not  entitled  to any  liquidation,
dividend, conversion or other rights.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides,  in general,  that a  corporation  incorporated  under the laws of the
State of Delaware,  such as the registrant,  may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action,  suit or proceeding  (other than a derivative action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  enterprise,  against expenses (including  attorney's fees),  judgments,
fines and amounts paid in settlement  actually and  reasonably  incurred by such
person in connection  with such action,  suit or proceeding if such person acted
in good faith and in a manner  such person  reasonably  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful.

         Article VII of our amended and restated  certificate  of  incorporation
provides  that  to  the  fullest  extent   permitted  by  the  Delaware  General
Corporation  Law as the same exists or as may hereafter be amended,  none of our
directors shall be personally  liable to us or to our  stockholders  for or with
respect to any acts or omissions in the  performance of his or her duties as one
of our  directors.  If Article VII of our amended and  restated  certificate  of
incorporation is amended or repealed, the amendment or repeal will not eliminate
or reduce the effect of any right or protection  of our  directors  that existed
immediately prior to such amendment or repeal.

         Our by-laws, as amended,  provide that we shall indemnify our officers,
directors and employees.  The rights to indemnity  continue if even a person has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the person's heirs,  executors and  administrators.  In addition,  we
shall pay for any expenses  incurred by a director or officer in  defending  any
action, suit or proceeding by reason of the fact that he or she is or was one of
our directors or officers unless such officer,  director or employee is adjudged
liable for  negligence or misconduct in performing  his or her duties.  If we do
not pay in full the claim for  indemnification of any such officer,  director or
employee within thirty days after we receive the written claim, the claimant may
at any time  thereafter sue us to recover the unpaid amount of the claim and, if
successful in whole or in part,  the claimant  shall be entitled to be paid also
the  expense  of  prosecuting  such  claim.  We may,  by  action of our board of
directors,  indemnify our employees and agents with the same scope and effect as
the foregoing indemnification of our directors and officers.

         We maintain directors and officers liability  insurance coverage with a
$10,000,000  annual aggregate limit of liability.  National Union Fire Insurance
Company  provides  us with a primary $ 2,000,000  layer  while  Royal  Insurance
Company  provides us with a $ 3,000,000  layer in excess of the  National  Union
policy. TIG

                                      II-3
Insurance  Company  provides  us with a $  5,000,000  layer in  excess  over the
National Union and Royal  Insurance  policies.  All of these policies  expire on
July 15, 2000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                      II-4
ITEM 8.  EXHIBITS.

Exhibit
Number        Description
-------       -----------

4.1           Amended and Restated Certificate of Incorporation. (1)

4.2           By-Laws, as amended. (2)

5.1           Opinion of Parker Chapin Flattau & Klimpl, LLP. (3)

23.1          Consent of Pritchett, Siler & Hardy, P.C., Certified Public
              Accountants. (3)

23.2          Consent of Richard A. Eisner & Company, LLP. (3)

23.3          Consent of Parker Chapin Flattau & Klimpl, LLP (included in
              Exhibit 5.1).

24.1          Powers of Attorney of Directors and Certain Officers of the
              Registrant.(4).

99.1          MCY.com, Inc. Amended and Restated 1999 Stock Incentive Plan. (5)

99.2          Form of Award Agreement ("Stock Option Agreement") under the
              MCY.com, Inc. Amended and Restated 1999 Stock Incentive Plan (3)

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

(1)  Incorporated  by reference from our current report on Form 8-K dated August
     2, 1999 (date of earliest event reported).

(2)  Incorporated by reference from Exhibit 3.3 to our registration statement on
     Form SB-2 as filed with the Securities and Exchange  Commission  ("SEC") on
     August 9, 1996, SEC File No. 333- 9809.

(3)  Filed herewith.

(4)  Filed  herewith  as  part  of  the  signature  page  to  this  registration
     statement.

(5)  Incorporated  by reference  from Exhibit 10.0 to our current report on Form
     8-K dated October 13, 1999 (date of earliest event  reported) as filed with
     the SEC on October 15, 1999, SEC File No. 333-9809.

                                      II-5
ITEM 9.           UNDERTAKINGS.

                  We undertake to do the following:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           registration statement:

                           (i)      To   include   any  prospectus  required  by
                                    Section  10(a)(3)  of the Securities Act  of
                                    1933, as amended;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    this  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 this  registration
                                    statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in this  registration
                                    statement  or any  material  change  to such
                                    information in this 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, Form S-8, Form F-3,
         and  the  information  required  to  be  included  in a  post-effective
         amendment by those  paragraphs is contained in periodic reports that we
         file pursuant to Section 13 or 15(d) of the Securities  Exchange Act of
         1934 that are incorporated by reference in the registration statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under the  Securities  Act of 1933, as amended,  each
                           such post-effective amendment shall be deemed to be a
                           new registration statement relating to the securities
                           offered  by  such  registration  statement,  and  the
                           offering  of such  securities  at that time  shall be
                           deemed to be the initial BONA FIDE offering.

                  (3)      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.

                  We undertake  that, for purposes of determining  any liability
         under the Securities Act of 1933, as amended, each filing of our annual
         report  pursuant to Section  13(a) or Section  15(d) of the  Securities
         Exchange Act of 1934, as amended,  that is incorporated by reference in
         this  registration  statement shall be deemed to be a new  registration
         statement  relating  to the  securities  offered  in such  registration
         statement,  and the offering of such  securities  at that time shall be
         deemed to be the initial BONA FIDE offering.

                  Regarding  whether  indemnification  for  liabilities  arising
         under the Securities  Act of 1933, as amended,  may be permitted to our
         directors,  officers and controlling persons pursuant to the provisions
         described under Item 6 above,  or otherwise,  we have been advised that
         in  the  opinion  of  the  Securities  and  Exchange   Commission  such
         indemnification is against public policy as expressed in the Securities
         Act of 1933, as amended, and is, therefore,  unenforceable.  If a claim
         for indemnification against such liabilities (other than our payment of
         expenses  incurred  or  paid  by  one  of our  directors,  officers  or
         controlling  persons 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,  we will,

                                      II-6
unless in the opinion of our  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  Securities  Act of 1933,  as amended,  and
          will be governed by the final adjudication of such issue.

                                      II-7
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
we certify  that we have  reasonable  grounds to believe that we meet all of the
requirements  for  filing on Form S-8 and have  duly  caused  this  registration
statement  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 27th day of
October, 1999.

                                         MCY.com, Inc.

                                                  /s/ Bernard Fritsch
                                         By:  __________________________________
                                              Name:   Bernhard Fritsch
                                              Title:  President and Chief
                                                      Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  Bernhard  Fritsch  with the power of
substitution, as his attorney-in-fact, in all capacities, to sign any amendments
to this registration statement (including post-effective amendments) and to file
the same,  with exhibits  thereto and other  documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that  said  attorney-in-fact  or his  substitute  may do or  cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities indicated on the 27th day of October, 1999.

         Signature                 Title
         ---------                 -----

   /s/ Bernhard Fritsch
___________________________        Chairman of the Board of Directors, Chief
Name:  Bernhard Fritsch            Executive Officer, President and Director

   /s/ Lisa Short
___________________________        Secretary
Name:  Lisa Short

   /s/ Hubertus von Hesse
___________________________        Director
Name:  Hubertus von Hesse

                                      II-8
EXHIBIT INDEX

Exhibit
Number        Description
-------       -----------

4.1           Amended and Restated Certificate of Incorporation. (1)

4.2           By-Laws, as amended. (2)

5.1           Opinion of Parker Chapin Flattau & Klimpl, LLP. (3)

23.1          Consent of Pritchett, Siler & Hardy, P.C., Certified Public
              Accountants. (3)

23.2          Consent of Richard A. Eisner & Company, LLP. (3)

23.3          Consent of Parker Chapin Flattau & Klimpl, LLP (included in
              Exhibit 5.1).

24.1          Powers of Attorney of Directors and Certain Officers of the
              Registrant.(4).

99.1          MCY.com, Inc. Amended and Restated 1999 Stock Incentive Plan. (5)

99.2          Form of Award Agreement ("Stock Option Agreement") under the
              MCY.com, Inc. Amended and Restated 1999 Stock Incentive Plan (3)

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

(1)  Incorporated  by reference from our current report on Form 8-K dated August
     2, 1999 (date of earliest event reported).

(2)  Incorporated by reference from Exhibit 3.3 to our registration statement on
     Form SB-2 as filed with the Securities and Exchange  Commission  ("SEC") on
     August 9, 1996, SEC File No. 333- 9809.

(3)  Filed herewith.

(4)  Filed  herewith  as  part  of  the  signature  page  to  this  registration
     statement.

(5)  Incorporated  by reference  from Exhibit 10.0 to our current report on Form
     8-K dated October 13, 1999 (date of earliest event  reported) as filed with
     the SEC on October 15, 1999, SEC File No. 333-9809.

                                      II-9
EXHIBIT 5.1

                       PARKER CHAPIN FLATTAU & KLIMPL, LLP
                               COUNSELLORS AT LAW
                           1211 Avenue of the Americas
                             New York, NY 10036-8735
                                 (212) 704-6000
                                  Cable LawPark
                               Fax (212) 704-6288
                                  Telex 640367

                                                             175 Great Neck Road
                                                           Great Neck, NY  11021
                                                                  (516) 482-4422
                                                              Fax (516) 482-4469

                                October 26, 1999

MCY.com, Inc.
1133 Avenue of the Americas
New York, New York 10036

              RE:  MCY.COM, INC.
                   -------------

Dear Ladies and Gentlemen:

         We have acted as counsel to MCY.com,  Inc., a Delaware corporation (the
"Company"),  in  connection  with its  Registration  Statement  on Form S-8 (the
"Registration   Statement")  to  be  filed  with  the  Securities  and  Exchange
Commission relating to the offering of up to 375,450 shares of common stock, par
value $0.001 per share,  (the "Common  Stock"),  to key employees,  non-employee
directors of, and consultants to, the Company or any parent or subsidiary of the
Company upon the exercise of options  which have been,  or may from time to time
be,  granted by the  Company  under the  Company's  MCY.com,  Inc.  Amended  and
Restated  1999  Stock   Incentive  Plan  (the  "Plan"),   and  such   additional
indeterminate  number  of shares  of  Common  Stock as may be  issued  under the
anti-dilution provisions of the Plan.

         In rendering this opinion expressed below, we have examined the Amended
and  Restated  Certificate  of  Incorporation  of the Company,  as amended,  the
By-laws of the Company, as amended, and minutes of the corporate  proceedings of
the Company relating to the Plan. In addition,  we have examined and relied upon
such matters of law,  certificates  and  examinations of public  officials as we
have deemed relevant to the rendering of this opinion. We have not examined each
award agreement in respect of options granted under the Plan. We have,  however,
examined  the form of award  agreements  which the Company has advised us is the
form of award agreement used by it under the Plan. We have also been informed by
the Company  that each award  agreement  between the Company and option  holders
under  the Plan is  substantially  in the form of the  award  agreement  we have
examined.  In all of our  examinations,  we have  assumed  the  accuracy  of all
information furnished to us, the genuineness of all documents, the conformity to
originals of all documents submitted to us as certified, conformed, facsimile or
photostatic copies thereof,  as well as the genuineness of all signatures on all
such documents.

         Our  opinion is  limited to the date  hereof and we do not in any event
undertake to advise you of any facts or circumstances occurring or coming to our
attention subsequent to the date hereof.

         Finally,  we are counsel  admitted to practice only in the State of New
York, and we express no opinions as to the applicable  laws of any  jurisdiction
other than those of the State of New York and the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
shares of the Company's  Common Stock issued pursuant to the exercise of options
granted or to be granted under the Plan,  when issued pursuant to the provisions
of the Plan, are legally issued, fully paid and non-assessable.

         We consent to the filing of a copy of this opinion as an exhibit to the
Company's Registration Statement with respect to the Plan.

                                   Very truly yours,

                                   /s/ Parker Chapin Flattau & Klimpl, LLP
                                   --------------------------------------------
                                   PARKER CHAPIN FLATTAU & KLIMPL, LLP
Exhibit 23.1

                         PRITCHETT, SILER & HARDY, P.C.
                          Certified Public Accountants
                               430 EAST 400 SOUTH
                           SALT LAKE CITY, UTAH 84111
                       (801) 328-2727; FAX (801) 328-1123

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby  consent  to the  incorporation  by  reference  into the  accompanying
registration  statement  on Form S-8, of our report  dated  February  26,  1999,
relating  to the  December  31, 1998  financial  statements  of Health  Builders
International,   Inc.,  appearing  in  the  annual  report  of  Health  Builders
International,  Inc.  (currently known as MCY.com,  Inc.) on Form 10-KSB for the
year ended December 31, 1998.

/s/ Pritchett, Siler & Hardy, P.C.

PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
October 25, 1999
Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation  by  reference in this  Registration  Statement
(Form S-8 No. 333- 9809)  pertaining to the MCY.com,  Inc.  amended and restated
1999 Stock  Incentive Plan of our reports dated September 17, 1999, with respect
to (i) the  consolidated  financial  statements of MCY.com,  Inc. as of July 31,
1999 and for the period from January 8, 1999  (inception)  through July 31, 1999
and (ii) the  combined  financial  statements  of the  predecessor  companies of
MCY.com, Inc. as of and for the years ended December 31, 1996, 1997 and 1998 and
for the periods  from  January 1, 1999  through July 2, 1999 and January 1, 1996
through  July 2, 1999  included in MCY.com,  Inc.  Current  Report on Form 8-KSB
dated October 13, 1999, filed with the Securities and Exchange Commission.

/s/ Richard A. Eisner & Company, LLP
Richard A. Eisner & Company, LLP

New York, New York
October 25, 1999