As filed with the Securities and Exchange Commission on November 23, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                        Under the Securities Act of 1933

                             PROFORMIX SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                              75-2228828
(State or other jurisdiction      (Primary Standard           (I.R.S. Employer 
    of incorporation or        Industrial Classification     Identification No.)
       organization)                 Code Number)

                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400
                  (Address and Telephone Number of Registrant's
                     Principal Executive Office)(Zip Code)

                Consulting Agreement between Bruce R. Goldman and
                 Proformix Systems, Inc. Dated November 22, 1998
                            (full title of the plans)

                              Jerry Swon, President
                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400
  (Name, Address & Telephone number, including area code, of agent for service)

                                   Copies to:
                            Michael H. Freedman, Esq.
                   Silverman, Collura, Chernis & Balzano, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600


<PAGE>

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                     
                                 Proposed        Proposed           
Title of             Amount      maximum         maximum              Amount of
securities to        to be       offering price  aggregate          registration
be registered        registered  per share(1)    offering price(1)       fee
--------------------------------------------------------------------------------

Common Stock(1)      1,000,000     $1.00          $1,000,000           $303.03

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

(1) Calculated in accordance  with 457(c) using the average of the bid and asked
price for the Common Stock on November 20, 1998.


                                        2

<PAGE>

          PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

      The documents containing information specified in Part 1 (plan information
and  registrant  information)  will be  sent  or  given  to the  consultants  as
specified  by  Rule  428(b)(1).  Such  documents  need  not be  filed  with  the
Securities and Exchange Commission either as part of this registration statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  registration
statement pursuant to Item 3 of Part 2 of this form taken together  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION

      The  documents  incorporated  by  reference  in  Item 3 of Part II of this
registration statement will be provided to all participants without charge, upon
written or oral request.  These documents have been incorporated by reference in
the Section  10(a)  prospectus.  Other  documents  required to be  delivered  to
employees  or  consultants  pursuant  to  Rule  428(b)  are  also  available  to
participants  without charge,  upon written and oral request.  Please direct all
inquiries to Proformix Systems,  Inc., 50 Tannery Road,  Branchburg,  New Jersey
08876, Attn: Joerg H. Klaube, Tel. (908) 534-6400.


                                        3

<PAGE>

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The  documents  listed  below  have  been  filed by the  Company  with the
Commission and are incorporated herein by reference:

      (a) The  Company's  Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1997;

      (b) The  Company's  Quarterly  Report on Form 10-QSB for the periods ended
March 31, 1998 and June 30, 1998;

      (c) All other  reports  filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange  Act since the  Company's  fiscal year ended  December 31,
1997.

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but
prior to the  termination of the offering of securities  made by this Prospectus
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this Prospectus, 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.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES

      The Company is authorized to issue  30,000,000  shares of Common Stock and
3,000,000 shares of preferred stock,  $.001 par value. 2,500 shares of preferred
stock have been designated Cumulative Preferred Stock, $.001 par value, of which
10 shares are outstanding.

Common Stock

      Holders of Common  Stock are entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders.  Shares of Common Stock do not
carry  cumulative  voting  rights and  therefore,  holders of a majority  of the
outstanding  shares of Common  Stock will be able to elect the  entire  board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.


                                        4

<PAGE>

      Shareholders  of  the  Company  have  no  preemptive   rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the holders of shares of Common Stock are entitled to share equally
in  corporate  assets after the  holders,  if any, of Preferred  Stock and after
satisfaction  of  liabilities.  Holders of Common  Stock are entitled to receive
such dividends as the Company's board of directors may from time to time declare
out of funds legally  available for the payment  thereof.  The Company has never
paid cash dividends on its Common Stock and does not anticipate that it will pay
such dividends in the future.

Cumulative Preferred Stock

      Holders of Cumulative  Preferred  Stock are entitled to receive out of the
surplus or net profits of the  Company,  cumulative  dividends at the rate of 9%
per  annum,  payable  as and when  declared  by the  Board of  Directors  of the
Company,  before any dividends shall by declared or paid upon Common Stock.  The
Cumulative  Preferred Stock ranks,  with respect to dividend  rights,  rights on
liquidation,  winding up and dissolution,  and rights upon redemption,  prior to
all  classes of Common  Stock.  Holders of  Cumulative  Preferred  Stock are not
entitled to any voting rights.

      In the event of liquidation,  dissolution, or winding up of the affairs of
the  Company,  after  payment  of debts and other  liabilities  of the  Company,
holders  of  Cumulative  Preferred  Stock are  entitled  to  receive  out of the
remaining  net assets of the Company  the amount of  $100,000  for each share of
Cumulative  Preferred Stock held ("Liquidation  Price").  The Company may redeem
the Cumulative  Preferred Stock by paying to the holders thereof the Liquidation
Price for each share of  Cumulative  Preferred  Stock  held,  together  with any
accrued and unpaid dividends.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

      Paul Chernis,  Anthony M. Collura and Ronald Balzano,  partners in the law
firm  Silverman,  Collura,  Chernis & Balzano,  P.C.,  the Company's  securities
counsel, are holders of an aggregate of 40,000 stock options for the purchase of
Common Stock at $2.00 per share.  The stock options are  exercisable  during the
four year period commencing October 15, 1998 and vests at 25% per year.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed to be in, or not opposed to, the best interest of the Company.


                                        5

<PAGE>

Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company has been advised that in the opinion of the Commission such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the  payment by the  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 and will be
governed by the final adjudication of such issues.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8 EXHIBITS

4.1   Consulting  Agreement  between  Bruce R.  Goldman  and the  Company  dated
      November 22, 1998.

5.1   Opinion of Silverman, Collura, Chernis & Balzano, P.C.

23.1  Consent of  Silverman,  Collura,  Chernis &  Balzano,  P.C.  (included  in
      Exhibit 5.1)

23.2  Consent of Rosenberg, Rich, Baker, Berman & Company

ITEM 9. UNDERTAKINGS

      (a) The undersigned registrant hereby undertakes;

      (1) To file,  during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement;

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

      (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,


                                        6

<PAGE>

individually  or in  the  aggregate,  represent  a  fundamental  change  in  the
information set forth in the Registration Statement;

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

      Provided however that paragraphs  (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the registrant pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be 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) 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.

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant  to the  foregoing  provisions  or  otherwise,  the
registrant  has  been  advised  that  in the  opinion  of the  Commission,  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
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, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.


                                        7

<PAGE>

                                   SIGNATURES

      Pursuant  to  the  requirement  of  the  Securities  Act,  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,  therewith  duly
authorized, on November 20, 1998.

                                         PROFORMIX SYSTEMS, INC.

                                         By:/s/Jerry Swon
                                            ----------------------
                                            Jerry Swon, President

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below,  hereby  constitutes  and  appoints  Jerry  Swon,  his  true  and  lawful
attorney-in-fact,  with full power of substitution and  resubstitution,  for his
and in his name, place and stead, in any and all capacities,  to sign any or all
amendments or  supplements to this  Registration  Statement and to file the same
with all exhibits thereto and other documents in connection therewith,  with the
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform  each and every act and thing  necessary or  appropriate  to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto and about the premises,  as fully to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with Proformix Systems, Inc. and on the dates indicated.

Signature                   Title                            Date
---------                   -----                            ----

/s/Jerry Swon              President and Director            November 20, 1998
--------------------        (Principal Executive Officer)
Jerry Swon
                           
/s/Joerg H. Klaube         Chief Financial Officer           November 20, 1998  
--------------------        (Principal Financial Officer)                       
Joerg H. Klaube

/s/Michael G. Martin       Chairman of the Board             November 20, 1998 
--------------------
Michael G. Martin                                                         

__________________         Director                          November __, 1998 
Peter Buscetto                                                                  

/s/Paul Chernis            Director                          November 20, 1998 
------------------ 
Paul Chernis

/s/Bruce Deichl            Director                          November 20, 1998 
------------------  
Bruce Deichl                            


                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18158}]
{"company-data": {"conformed-name": "PROFORMIX SYSTEMS INC", "cik": "0000838796", "assigned-sic": "1311", "irs-number": "752228828", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67735", "film-number": "98756815"}, "business-address": {"street1": "50 TANNERY RD", "city": "BRANCHBURG", "state": "NJ", "zip": "08876", "phone": "9085346400"}, "mail-address": {"street1": "50 TANNERY ROAD", "city": "BRANCHBURG", "state": "NJ", "zip": "08876"}, "former-company": [{"former-conformed-name": "WHITESTONE INDUSTRIES INC", "date-changed": "19930429"}, {"former-conformed-name": "FORTUNISTICS INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on November 23, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                        Under the Securities Act of 1933

                             PROFORMIX SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                              75-2228828
(State or other jurisdiction      (Primary Standard           (I.R.S. Employer 
    of incorporation or        Industrial Classification     Identification No.)
       organization)                 Code Number)

                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400
                  (Address and Telephone Number of Registrant's
                     Principal Executive Office)(Zip Code)

                Consulting Agreement between Bruce R. Goldman and
                 Proformix Systems, Inc. Dated November 22, 1998
                            (full title of the plans)

                              Jerry Swon, President
                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400
  (Name, Address & Telephone number, including area code, of agent for service)

                                   Copies to:
                            Michael H. Freedman, Esq.
                   Silverman, Collura, Chernis & Balzano, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                     
                                 Proposed        Proposed           
Title of             Amount      maximum         maximum              Amount of
securities to        to be       offering price  aggregate          registration
be registered        registered  per share(1)    offering price(1)       fee
--------------------------------------------------------------------------------

Common Stock(1)      1,000,000     $1.00          $1,000,000           $303.03

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

(1) Calculated in accordance  with 457(c) using the average of the bid and asked
price for the Common Stock on November 20, 1998.

                                        2
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

      The documents containing information specified in Part 1 (plan information
and  registrant  information)  will be  sent  or  given  to the  consultants  as
specified  by  Rule  428(b)(1).  Such  documents  need  not be  filed  with  the
Securities and Exchange Commission either as part of this registration statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  registration
statement pursuant to Item 3 of Part 2 of this form taken together  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION

      The  documents  incorporated  by  reference  in  Item 3 of Part II of this
registration statement will be provided to all participants without charge, upon
written or oral request.  These documents have been incorporated by reference in
the Section  10(a)  prospectus.  Other  documents  required to be  delivered  to
employees  or  consultants  pursuant  to  Rule  428(b)  are  also  available  to
participants  without charge,  upon written and oral request.  Please direct all
inquiries to Proformix Systems,  Inc., 50 Tannery Road,  Branchburg,  New Jersey
08876, Attn: Joerg H. Klaube, Tel. (908) 534-6400.

                                        3
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The  documents  listed  below  have  been  filed by the  Company  with the
Commission and are incorporated herein by reference:

      (a) The  Company's  Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1997;

      (b) The  Company's  Quarterly  Report on Form 10-QSB for the periods ended
March 31, 1998 and June 30, 1998;

      (c) All other  reports  filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange  Act since the  Company's  fiscal year ended  December 31,
1997.

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but
prior to the  termination of the offering of securities  made by this Prospectus
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this Prospectus, 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.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES

      The Company is authorized to issue  30,000,000  shares of Common Stock and
3,000,000 shares of preferred stock,  $.001 par value. 2,500 shares of preferred
stock have been designated Cumulative Preferred Stock, $.001 par value, of which
10 shares are outstanding.

Common Stock

      Holders of Common  Stock are entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders.  Shares of Common Stock do not
carry  cumulative  voting  rights and  therefore,  holders of a majority  of the
outstanding  shares of Common  Stock will be able to elect the  entire  board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

                                        4
Shareholders  of  the  Company  have  no  preemptive   rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the holders of shares of Common Stock are entitled to share equally
in  corporate  assets after the  holders,  if any, of Preferred  Stock and after
satisfaction  of  liabilities.  Holders of Common  Stock are entitled to receive
such dividends as the Company's board of directors may from time to time declare
out of funds legally  available for the payment  thereof.  The Company has never
paid cash dividends on its Common Stock and does not anticipate that it will pay
such dividends in the future.

Cumulative Preferred Stock

      Holders of Cumulative  Preferred  Stock are entitled to receive out of the
surplus or net profits of the  Company,  cumulative  dividends at the rate of 9%
per  annum,  payable  as and when  declared  by the  Board of  Directors  of the
Company,  before any dividends shall by declared or paid upon Common Stock.  The
Cumulative  Preferred Stock ranks,  with respect to dividend  rights,  rights on
liquidation,  winding up and dissolution,  and rights upon redemption,  prior to
all  classes of Common  Stock.  Holders of  Cumulative  Preferred  Stock are not
entitled to any voting rights.

      In the event of liquidation,  dissolution, or winding up of the affairs of
the  Company,  after  payment  of debts and other  liabilities  of the  Company,
holders  of  Cumulative  Preferred  Stock are  entitled  to  receive  out of the
remaining  net assets of the Company  the amount of  $100,000  for each share of
Cumulative  Preferred Stock held ("Liquidation  Price").  The Company may redeem
the Cumulative  Preferred Stock by paying to the holders thereof the Liquidation
Price for each share of  Cumulative  Preferred  Stock  held,  together  with any
accrued and unpaid dividends.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

      Paul Chernis,  Anthony M. Collura and Ronald Balzano,  partners in the law
firm  Silverman,  Collura,  Chernis & Balzano,  P.C.,  the Company's  securities
counsel, are holders of an aggregate of 40,000 stock options for the purchase of
Common Stock at $2.00 per share.  The stock options are  exercisable  during the
four year period commencing October 15, 1998 and vests at 25% per year.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed to be in, or not opposed to, the best interest of the Company.

                                        5
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company has been advised that in the opinion of the Commission such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the  payment by the  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 and will be
governed by the final adjudication of such issues.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8 EXHIBITS

4.1   Consulting  Agreement  between  Bruce R.  Goldman  and the  Company  dated
      November 22, 1998.

5.1   Opinion of Silverman, Collura, Chernis & Balzano, P.C.

23.1  Consent of  Silverman,  Collura,  Chernis &  Balzano,  P.C.  (included  in
      Exhibit 5.1)

23.2  Consent of Rosenberg, Rich, Baker, Berman & Company

ITEM 9. UNDERTAKINGS

      (a) The undersigned registrant hereby undertakes;

      (1) To file,  during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement;

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

      (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,

                                        6
individually  or in  the  aggregate,  represent  a  fundamental  change  in  the
information set forth in the Registration Statement;

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

      Provided however that paragraphs  (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the registrant pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be 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) 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.

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant  to the  foregoing  provisions  or  otherwise,  the
registrant  has  been  advised  that  in the  opinion  of the  Commission,  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
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, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.

                                        7
SIGNATURES

      Pursuant  to  the  requirement  of  the  Securities  Act,  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,  therewith  duly
authorized, on November 20, 1998.

                                         PROFORMIX SYSTEMS, INC.

                                         By:/s/Jerry Swon
                                            ----------------------
                                            Jerry Swon, President

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below,  hereby  constitutes  and  appoints  Jerry  Swon,  his  true  and  lawful
attorney-in-fact,  with full power of substitution and  resubstitution,  for his
and in his name, place and stead, in any and all capacities,  to sign any or all
amendments or  supplements to this  Registration  Statement and to file the same
with all exhibits thereto and other documents in connection therewith,  with the
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform  each and every act and thing  necessary or  appropriate  to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto and about the premises,  as fully to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with Proformix Systems, Inc. and on the dates indicated.

Signature                   Title                            Date
---------                   -----                            ----

/s/Jerry Swon              President and Director            November 20, 1998
--------------------        (Principal Executive Officer)
Jerry Swon
                           
/s/Joerg H. Klaube         Chief Financial Officer           November 20, 1998  
--------------------        (Principal Financial Officer)                       
Joerg H. Klaube

/s/Michael G. Martin       Chairman of the Board             November 20, 1998 
--------------------
Michael G. Martin                                                         

__________________         Director                          November __, 1998 
Peter Buscetto                                                                  

/s/Paul Chernis            Director                          November 20, 1998 
------------------ 
Paul Chernis

/s/Bruce Deichl            Director                          November 20, 1998 
------------------  
Bruce Deichl                            

                                       8