<PAGE>

      ===================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            DELSOFT CONSULTING, INC.
             (Exact name of registrant as specified in its charter)

         Georgia                                        22-274288
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

                                 106 Bombay Lane
                             Roswell, Georgia 30076
                    (Address of Principal Executive Offices)

                        Consulting Agreement of Tech Fund
                            (Full title of the plan)

                       Delsoft Employee Stock Option Plan
                            (Full title of the plan)

                               Employee Agreements
                            (Full title of the plan)

                              Briskin & Rinde, L.C.
                          400 Perimeter Center Terrace
                                    Suite 900
                                Atlanta, GA 30076
                     (Name and address of agent for service)
                                 (770) 410-1555
          (Telephone number, including area code, of agent for service)
                                ----------------
                                   Copies to:
                             Jeffrey A. Rinde, Esq.
                               Bondy & Schloss LLP
                         6 East 43rd Street, 25th Floor
                            New York, New York 10017
                              Phone: (212) 661-3535
                               Fax: (212) 972-1677


<PAGE>



If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with Dividend or
Interest Reinvestment Plans, check the following line: X


                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
Title of Each             Amount to be             Proposed                 Proposed                  Registration Fee
Class of                  Registered               Maximum                  Maximum
Securities to be                                   Offering Price           Aggregate
 Registered                                        Per Share                Offering Price
------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>                      <C>
Common Stock,             1,100,000(1)             $.16                     $   176,000
par value $0.01
per share
------------------------------------------------------------------------------------------------------------------------------
Common Stock,             2,000,000(2)             $2.00                    $ 4,000,000
par value $0.01
per share
------------------------------------------------------------------------------------------------------------------------------
Common Stock              4,650,000(3)             $2.00                    $ 9,300,000
par value $0.01
per share


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

TOTAL                     7,750,500                                         $13,476,000               $3,557.66
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents 1,100,000 shares to be issued to Tech Fund upon exercise of an
option granted at $0.16/share as compensation for services rendered pursuant to
consulting agreement.

(2) Represents 2,000,000 shares issuable upon exercise of options granted at
$2.00/share to certain employees of the Registrant.

(3) Represents 4,650,000 shares issuable upon exercise of options granted to
certain officers and directors of the Registrant. 250,000 of the shares are
issuable upon exercise of options granted at $2.00/share. 4,400,000 of the
shares are issuable upon exercise of options granted at $0.24/share.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Delsoft Consulting, Inc. (the "Registrant"),
a Georgia Corporation on


<PAGE>



January 5, 2000, the following shall constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended:

         This Registration Statement covers 7,750,500 shares of the Company's
common stock, par value $.01 per share ("Common Stock").

Item 1.  Plan Information

         (a)      General Plan Information

                  The Registrant and Tech Fund entered into a consulting
agreement (the "Tech Fund Plan") the nature and purpose of which were to
compensate Tech Fund for corporate consulting services in the area of business
development in the European information technology marketplace and
identification of potential acquisition targets for the Registrant. The Tech
Fund Plan provides for issuance of an option to Tech Fund's principal, Keith
Hall, to purchase 1,100,000 shares at the exercise price of $0.16 per share. The
option expires five years after the date of grant.

                  The Registrant has adopted an Employee Stock Option Plan (the
"Employee Plan") providing for the issuance of up to an aggregate of 2,000,000
shares of the Company's common stock, par value $0.01 per share, at the exercise
price of 100% of the fair market value of the Company's common stock at the time
the option(s) is granted. The options expire ten years after the date of grant.

                  The Registrant and certain directors and officers have entered
into employment agreements (collectively the "D & O Plan") pursuant to which
said directors and officers were granted options to purchase an aggregate of
4,650,000 shares (the "Shares") of the Company's common stock, par value $0.01
per share. Options to purchase 125,000 of the Shares at the exercise price of
$2.00 per share were granted on July 1, 1996 and expire on June 30, 2006.
Options to purchase 125,000 of the Shares at the exercise price of $2.00 per
share were granted on November 19, 1999, and expire on November 18, 2009.
Options to purchase 4,200,000 of the Shares at the exercise price of $0.24 were
granted on November 19, 1999, and expire on November 18, 1999. All of the
options granted under the D & O Plan are subject to forfeiture unless exercised
within ninety days of the date of termination of employment.

                  The Tech Fund Plan, the Employee Plan, and the D & O Plan are
sometimes hereinafter collectively referred to as the "Plans", and Keith Hall,
the participants in the Employee Stock Option Plan, and the participants in the
D & O Plan are collectively referred to as the "Participants".

                  The Plans are not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974.

                  The name, address and telephone number of the Registrant are
as set forth on the facing page of this Registration Statement. Additional
information about the Plans may be obtained from the Registrant by the
Participants.



<PAGE>



         (b)      Securities to be Offered

                  (1) Shares of Common Stock, par value $0.01 per share

         (c)      Employees Who May Participate in the Plan

         Keith Hall, a consultant (an "employee" defined by General Instruction
A.1(a) of Form S-8) to the Registrant is the only eligible participant in the
Tech Fund Plan. Certain employees of the Registrant who are granted options
pursuant to the Employee Plan are the only eligible participants in the Employee
Plan. Certain directors and officers of the Registrant that have entered into
employment agreements with the Registrant are the only eligible participants in
the D & O Plan.

         (d)      Purchase of Securities Pursuant to the Plans and Payment for
                  Securities Offered.

                  (1)&(2)  The Participants in the Tech Fund Plan, Employee
                           Plan, and D & O Plan will be issued shares of common
                           stock upon the exercise of their respective stock
                           options.

                  (3)      Contributions by the Participants are not applicable.

                  (4)      No contributions by the Registrant other than the
                           issuance of shares is applicable.

                  (5)      Reports to the Participants as to the amount and
                           status of their account under the Plans will not be
                           made

                  (6)      The shares issuable pursuant to the Plans will be
                           newly issued shares of the Registrant.

         (e)      There are no resale restrictions on the securities offered.

         (f)      The Plans are not qualified under Section 401(a) of the
                  Internal Revenue Code and the Participants will recognize
                  ordinary income at the time of the issuance of their shares
                  measured on the date of exercise by the difference between the
                  aggregate exercise price and the fair market value of the
                  Registrant's Common Stock which is acquired by the
                  Participants.

          (g)     Investment of Funds

                  Not Applicable

          (h)     Withdrawal from Plans; Assignment of Contract

                  (1) Withdrawal from Plans - Not Applicable

                  (2) The Participants interest in the Plans may not be
assigned.


<PAGE>




          (i)     Forfeiture and Penalties

                  Unexercised and non-vested options cancelled out. There are no
                  provisions for forfeiture or penalties under the Tech Fund
                  Plan and the Employee Plan. The options granted pursuant to
                  the D & O Plan are forfeited if non-vested and/or not
                  exercised within ninety days after termination of employment.

         (j)      Charges and Deductions and Liens Therefore

                  There are no charges or deductions that may be made against
                  the Participants' interests in the Plans.

Item 2.  Registrant Information and Employee Plan Annual Information.

                  Registrant shall provide to the Participants, without charge,
upon written or oral request, the documents incorporated by reference in Item 3
of Part II of this Registration Statement. The Registrant shall also provide to
the Participants, without charge, upon written or oral request, all of the
documents required to be delivered to the Participants pursuant to Rule 428(b).
Any and all such requests shall be directed to the Registrant at the address set
forth on the cover page hereof. Its telephone number is (770) 518-4289.





<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

                  (a)      The Registrant's Annual Report on Form 10-K for the
                           year ended June 30, 1999;

                  (b)      The Registrant's Quarterly Report on Form 10-Q for
                           the three months ended September 30, 1999;

                  (c)      All other reports and forms filed by the Registrant
                           pursuant to Section 13(a) or 15(d) of the Securities
                           Exchange Act of 1934, as amended (the "Exchange
                           Act"), prior to the date hereof; and

                  (d)      The description of the Registrant's common stock as
                           contained in its Registration Statement on Form 10-SB
                           as filed with the Securities and Exchange Commission
                           on May 5, 1998.


                  In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities registered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein 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. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

         Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the shareholders. Holders of Common
Stock do not have any cumulative voting rights for the election of directors.
Holders of Common Stock are entitled to receive ratably such dividends, if any,
as may be prescribed by the Board of Directors from time to time out of funds
legally available for that purpose. Upon any liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary, holders of Common Stock are
entitled to receive pro rata all assets of the Company available for
distribution to its shareholders


<PAGE>



after payment or provision for payment of debts and other liabilities of the
Company. The shares of Common Stock are neither redeemable nor convertible. All
of the outstanding shares of Common Stock are fully paid and non-assessable.

Item 5. Interests of Named Experts and Counsel.

         Jeffrey A. Rinde, a partner in Bondy & Schloss LLP, owns 2,041,837
shares of Common Stock of the Registrant and Options to purchase 350,000 shares
of Common Stock.

Item 6. Indemnification of Directors and Officers.

         The Georgia Business Corporation Code (the "GBCC"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable in connection with a proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in, or not opposed
to, the best interests of the corporation. In the case of a criminal action or
proceeding, the director or officer must have had no reasonable cause to believe
that the person's conduct was unlawful. The GBCC also provides that
indemnification is not exclusive, and a corporation may make any other or
further indemnification under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, however no indemnification may be made, if
a judgment or other final adjudication establishes such director or officers'
actions or omissions to act, were material to the cause of action so adjudicated
and constitute: (a) a violation of the criminal law, unless the director or
officer had reasonable cause to believe his/her conduct was lawful or had no
reasonable cause to believe his/her conduct was unlawful; (b) a transaction from
which the director or officer derived an improper personal benefit; (c) in the
case of a director, a director held liable for an unlawful distribution, as
defined by the GBCC; or (d) willful misconduct or a conscious disregard for the
best interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of shareholder.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

3.1      Articles of Incorporation (Incorporated by reference to exhibits to the
         Form 10-SB, filed with the Securities and Exchange Commission on May 5,
         1998).

3.2      Amendment to Articles of Incorporation (Incorporated by reference to
         exhibits to the Form 10-SB, filed with the Securities and Exchange
         Commission on May 5, 1998).

3.3      Bylaws (Incorporated by reference to the Form 10-SB, filed with the
         Securities and Exchange Commission on May 5, 1998).

5.1      * Opinion of Bondy & Schloss LLP as to the legality of the securities
         being offered.



<PAGE>



10.4     Employment Agreement, dated July 1, 1996, by and between the Registrant
         and Adil Choksey (Incorporated by reference to exhibits to the Form
         10-SB, filed with the Securities and Exchange Commission on May 5,
         1998)

10.6     Employment Agreement, dated July 1, 1996, by and between the Registrant
         and Jeffrey A. Rinde (Incorporated by reference to exhibits to the Form
         10-SB, filed with the Securities and Exchange Commission on May 5,
         1998)

10.8     Consulting Agreement, dated June 18, 1997, by and between the
         Registrant and Benjamin J. Giacchino (Incorporated by reference to
         exhibits to the Form 10-SB, filed with the Securities and Exchange
         Commission on May 5, 1998)

10.9     DelSoft Consulting, Inc. Stock Option Plan (Incorporated by reference
         to exhibits to the Form 10-SB, filed with the Securities and Exchange
         Commission on May 5, 1998)

10.10    * Consulting Agreement, dated December 1, 1999, by and between the
         Registrant and Tech Fund

10.11    * Employment Agreement, dated September 19, 1999, by and between the
         Registrant and Brian Koch

10.12    * Amended Employment Agreement, dated November 19, 1999, by and between
         the Registrant and Adil Choksey

10.13    * Amended Employment Agreement, dated November 29, 1999, by and between
         the Registrant and Benjamin J. Giacchino

23.1     * Consent of JH Cohn LLP.

23.2     * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).

24       * Powers of Attorney (included on p. II-4 of this Registration
         Statement).

-------------
* Filed herewith.



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 this Registration
                  Statement to include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  Registration Statement or any material changes to such
                  information in the Registration Statement; (2) That, for the
                  purpose of determining any liability


<PAGE>



                  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; and (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 of 1933, 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 the 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 provisions of Item 6 of this Registration
Statement, 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 by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements 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, thereunto duly
authorized, in Roswell, Georgia on the 5th day of January, 2000.

                                                DELSOFT CONSULTING, INC.

                                                By: /s/ Brian Koch
                                                   --------------------------
                                                   Brian Koch
                                                   President






<PAGE>



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Brian Koch, his true and lawful
attorneys-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully 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 by the following persons in the
capacities indicated on the 5th day of Janaury, 2000.

      Signature                                           Title

/s/ Brian Koch                                   President and Director
-------------------------
Brian Koch


 /s/ Adil Choksey                                Secretary and Director
-------------------------
Adil Choksey


/s/ Benjamin Giacchino                           Director
-------------------------
Benjamin Giacchino










                                      II-4





<PAGE>





                                  EXHIBIT INDEX


Exhibit
  No.

3.1      Articles of Incorporation (Incorporated by reference to exhibits to the
         Form 10-SB, filed with the Securities and Exchange Commission on May 5,
         1998).


3.2      Amendment to Articles of Incorporation (Incorporated by reference to
         exhibits to the Form 10-SB, filed with the Securities and Exchange
         Commission on May 5, 1998).


3.3      Bylaws (Incorporated by reference to exhibits to the Form 10-SB, filed
         with the Securities and Exchange Commission on May 5, 1998).

5.1      * Opinion of Bondy & Schloss LLP as to the legality of the securities
         being offered.

10.4     Employment Agreement, dated July 1, 1996, by and between the Registrant
         and Adil Choksey (Incorporated by reference to exhibits to the Form
         10-SB, filed with the Securities and Exchange Commission on May 5,
         1998)

10.6     Employment Agreement, dated July 1, 1996, by and between the Registrant
         and Jeffrey A. Rinde (Incorporated by reference to exhibits to the Form
         10-SB, filed with the Securities and Exchange Commission on May 5,
         1998)

10.8     Consulting Agreement, dated June 18, 1997, by and between the
         Registrant and Benjamin J. Giacchino (Incorporated by reference to
         exhibits to the Form 10-SB, filed with the Securities and Exchange
         Commission on May 5, 1998)

10.9     DelSoft Consulting, Inc. Stock Option Plan (Incorporated by reference
         to exhibits to the Form 10-SB, filed with the Securities and Exchange
         Commission on May 5, 1998)

10.10    * Consulting Agreement, dated December 1, 1999, by and between the
         Registrant and Tech Fund

10.11    * Employment Agreement, dated September 19, 1999, by and between the
         Registrant and Brian Koch

10.12    * Amended Employment Agreement, dated November 19, 1999, by and between
         the Registrant and Adil Choksey



<PAGE>



10.13    * Amended Employment Agreement, dated November 29, 1999, by and between
         the Registrant and Benjamin J. Giacchino

23.1     * Consent of JH Cohn LLP.

23.2     * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).

24       * Powers of Attorney (included on p. II-4 of this Registration
         Statement).


* Filed herewith.
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{"company-data": {"conformed-name": "DELSOFT CONSULTING INC", "cik": "0001029424", "assigned-sic": "7371", "irs-number": "582247152", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94429", "film-number": "505521"}, "business-address": {"street1": "106 BOMBAY LANE", "street2": "770-518-4289", "city": "ROSWELL", "state": "GA", "zip": "30076", "phone": "7705184289"}, "mail-address": {"street1": "106 BOMBAY LANE", "city": "ROSWELL", "state": "GA", "zip": "30076"}}
===================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            DELSOFT CONSULTING, INC.
             (Exact name of registrant as specified in its charter)

         Georgia                                        22-274288
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

                                 106 Bombay Lane
                             Roswell, Georgia 30076
                    (Address of Principal Executive Offices)

                        Consulting Agreement of Tech Fund
                            (Full title of the plan)

                       Delsoft Employee Stock Option Plan
                            (Full title of the plan)

                               Employee Agreements
                            (Full title of the plan)

                              Briskin & Rinde, L.C.
                          400 Perimeter Center Terrace
                                    Suite 900
                                Atlanta, GA 30076
                     (Name and address of agent for service)
                                 (770) 410-1555
          (Telephone number, including area code, of agent for service)
                                ----------------
                                   Copies to:
                             Jeffrey A. Rinde, Esq.
                               Bondy & Schloss LLP
                         6 East 43rd Street, 25th Floor
                            New York, New York 10017
                              Phone: (212) 661-3535
                               Fax: (212) 972-1677
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with Dividend or
Interest Reinvestment Plans, check the following line: X

                       CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
Title of Each             Amount to be             Proposed                 Proposed                  Registration Fee
Class of                  Registered               Maximum                  Maximum
Securities to be                                   Offering Price           Aggregate
 Registered                                        Per Share                Offering Price
------------------------------------------------------------------------------------------------------------------------------
Common Stock,             1,100,000(1)             $.16                     $   176,000
par value $0.01
per share
------------------------------------------------------------------------------------------------------------------------------
Common Stock,             2,000,000(2)             $2.00                    $ 4,000,000
par value $0.01
per share
------------------------------------------------------------------------------------------------------------------------------
Common Stock              4,650,000(3)             $2.00                    $ 9,300,000
par value $0.01
per share

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

TOTAL                     7,750,500                                         $13,476,000               $3,557.66
------------------------------------------------------------------------------------------------------------------------------
(1) Represents 1,100,000 shares to be issued to Tech Fund upon exercise of an
option granted at $0.16/share as compensation for services rendered pursuant to
consulting agreement.

(2) Represents 2,000,000 shares issuable upon exercise of options granted at
$2.00/share to certain employees of the Registrant.

(3) Represents 4,650,000 shares issuable upon exercise of options granted to
certain officers and directors of the Registrant. 250,000 of the shares are
issuable upon exercise of options granted at $2.00/share. 4,400,000 of the
shares are issuable upon exercise of options granted at $0.24/share.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Delsoft Consulting, Inc. (the "Registrant"),
a Georgia Corporation on
January 5, 2000, the following shall constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended:

         This Registration Statement covers 7,750,500 shares of the Company's
common stock, par value $.01 per share ("Common Stock").

Item 1.  Plan Information

         (a)      General Plan Information

                  The Registrant and Tech Fund entered into a consulting
agreement (the "Tech Fund Plan") the nature and purpose of which were to
compensate Tech Fund for corporate consulting services in the area of business
development in the European information technology marketplace and
identification of potential acquisition targets for the Registrant. The Tech
Fund Plan provides for issuance of an option to Tech Fund's principal, Keith
Hall, to purchase 1,100,000 shares at the exercise price of $0.16 per share. The
option expires five years after the date of grant.

                  The Registrant has adopted an Employee Stock Option Plan (the
"Employee Plan") providing for the issuance of up to an aggregate of 2,000,000
shares of the Company's common stock, par value $0.01 per share, at the exercise
price of 100% of the fair market value of the Company's common stock at the time
the option(s) is granted. The options expire ten years after the date of grant.

                  The Registrant and certain directors and officers have entered
into employment agreements (collectively the "D & O Plan") pursuant to which
said directors and officers were granted options to purchase an aggregate of
4,650,000 shares (the "Shares") of the Company's common stock, par value $0.01
per share. Options to purchase 125,000 of the Shares at the exercise price of
$2.00 per share were granted on July 1, 1996 and expire on June 30, 2006.
Options to purchase 125,000 of the Shares at the exercise price of $2.00 per
share were granted on November 19, 1999, and expire on November 18, 2009.
Options to purchase 4,200,000 of the Shares at the exercise price of $0.24 were
granted on November 19, 1999, and expire on November 18, 1999. All of the
options granted under the D & O Plan are subject to forfeiture unless exercised
within ninety days of the date of termination of employment.

                  The Tech Fund Plan, the Employee Plan, and the D & O Plan are
sometimes hereinafter collectively referred to as the "Plans", and Keith Hall,
the participants in the Employee Stock Option Plan, and the participants in the
D & O Plan are collectively referred to as the "Participants".

                  The Plans are not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974.

                  The name, address and telephone number of the Registrant are
as set forth on the facing page of this Registration Statement. Additional
information about the Plans may be obtained from the Registrant by the
Participants.
(b)      Securities to be Offered

                  (1) Shares of Common Stock, par value $0.01 per share

         (c)      Employees Who May Participate in the Plan

         Keith Hall, a consultant (an "employee" defined by General Instruction
A.1(a) of Form S-8) to the Registrant is the only eligible participant in the
Tech Fund Plan. Certain employees of the Registrant who are granted options
pursuant to the Employee Plan are the only eligible participants in the Employee
Plan. Certain directors and officers of the Registrant that have entered into
employment agreements with the Registrant are the only eligible participants in
the D & O Plan.

         (d)      Purchase of Securities Pursuant to the Plans and Payment for
                  Securities Offered.

                  (1)&(2)  The Participants in the Tech Fund Plan, Employee
                           Plan, and D & O Plan will be issued shares of common
                           stock upon the exercise of their respective stock
                           options.

                  (3)      Contributions by the Participants are not applicable.

                  (4)      No contributions by the Registrant other than the
                           issuance of shares is applicable.

                  (5)      Reports to the Participants as to the amount and
                           status of their account under the Plans will not be
                           made

                  (6)      The shares issuable pursuant to the Plans will be
                           newly issued shares of the Registrant.

         (e)      There are no resale restrictions on the securities offered.

         (f)      The Plans are not qualified under Section 401(a) of the
                  Internal Revenue Code and the Participants will recognize
                  ordinary income at the time of the issuance of their shares
                  measured on the date of exercise by the difference between the
                  aggregate exercise price and the fair market value of the
                  Registrant's Common Stock which is acquired by the
                  Participants.

          (g)     Investment of Funds

                  Not Applicable

          (h)     Withdrawal from Plans; Assignment of Contract

                  (1) Withdrawal from Plans - Not Applicable

                  (2) The Participants interest in the Plans may not be
assigned.
(i)     Forfeiture and Penalties

                  Unexercised and non-vested options cancelled out. There are no
                  provisions for forfeiture or penalties under the Tech Fund
                  Plan and the Employee Plan. The options granted pursuant to
                  the D & O Plan are forfeited if non-vested and/or not
                  exercised within ninety days after termination of employment.

         (j)      Charges and Deductions and Liens Therefore

                  There are no charges or deductions that may be made against
                  the Participants' interests in the Plans.

Item 2.  Registrant Information and Employee Plan Annual Information.

                  Registrant shall provide to the Participants, without charge,
upon written or oral request, the documents incorporated by reference in Item 3
of Part II of this Registration Statement. The Registrant shall also provide to
the Participants, without charge, upon written or oral request, all of the
documents required to be delivered to the Participants pursuant to Rule 428(b).
Any and all such requests shall be directed to the Registrant at the address set
forth on the cover page hereof. Its telephone number is (770) 518-4289.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

                  (a)      The Registrant's Annual Report on Form 10-K for the
                           year ended June 30, 1999;

                  (b)      The Registrant's Quarterly Report on Form 10-Q for
                           the three months ended September 30, 1999;

                  (c)      All other reports and forms filed by the Registrant
                           pursuant to Section 13(a) or 15(d) of the Securities
                           Exchange Act of 1934, as amended (the "Exchange
                           Act"), prior to the date hereof; and

                  (d)      The description of the Registrant's common stock as
                           contained in its Registration Statement on Form 10-SB
                           as filed with the Securities and Exchange Commission
                           on May 5, 1998.

                  In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities registered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein 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. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

         Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the shareholders. Holders of Common
Stock do not have any cumulative voting rights for the election of directors.
Holders of Common Stock are entitled to receive ratably such dividends, if any,
as may be prescribed by the Board of Directors from time to time out of funds
legally available for that purpose. Upon any liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary, holders of Common Stock are
entitled to receive pro rata all assets of the Company available for
distribution to its shareholders
after payment or provision for payment of debts and other liabilities of the
Company. The shares of Common Stock are neither redeemable nor convertible. All
of the outstanding shares of Common Stock are fully paid and non-assessable.

Item 5. Interests of Named Experts and Counsel.

         Jeffrey A. Rinde, a partner in Bondy & Schloss LLP, owns 2,041,837
shares of Common Stock of the Registrant and Options to purchase 350,000 shares
of Common Stock.

Item 6. Indemnification of Directors and Officers.

         The Georgia Business Corporation Code (the "GBCC"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable in connection with a proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in, or not opposed
to, the best interests of the corporation. In the case of a criminal action or
proceeding, the director or officer must have had no reasonable cause to believe
that the person's conduct was unlawful. The GBCC also provides that
indemnification is not exclusive, and a corporation may make any other or
further indemnification under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, however no indemnification may be made, if
a judgment or other final adjudication establishes such director or officers'
actions or omissions to act, were material to the cause of action so adjudicated
and constitute: (a) a violation of the criminal law, unless the director or
officer had reasonable cause to believe his/her conduct was lawful or had no
reasonable cause to believe his/her conduct was unlawful; (b) a transaction from
which the director or officer derived an improper personal benefit; (c) in the
case of a director, a director held liable for an unlawful distribution, as
defined by the GBCC; or (d) willful misconduct or a conscious disregard for the
best interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of shareholder.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

3.1      Articles of Incorporation (Incorporated by reference to exhibits to the
         Form 10-SB, filed with the Securities and Exchange Commission on May 5,
         1998).

3.2      Amendment to Articles of Incorporation (Incorporated by reference to
         exhibits to the Form 10-SB, filed with the Securities and Exchange
         Commission on May 5, 1998).

3.3      Bylaws (Incorporated by reference to the Form 10-SB, filed with the
         Securities and Exchange Commission on May 5, 1998).

5.1      * Opinion of Bondy & Schloss LLP as to the legality of the securities
         being offered.
10.4     Employment Agreement, dated July 1, 1996, by and between the Registrant
         and Adil Choksey (Incorporated by reference to exhibits to the Form
         10-SB, filed with the Securities and Exchange Commission on May 5,
         1998)

10.6     Employment Agreement, dated July 1, 1996, by and between the Registrant
         and Jeffrey A. Rinde (Incorporated by reference to exhibits to the Form
         10-SB, filed with the Securities and Exchange Commission on May 5,
         1998)

10.8     Consulting Agreement, dated June 18, 1997, by and between the
         Registrant and Benjamin J. Giacchino (Incorporated by reference to
         exhibits to the Form 10-SB, filed with the Securities and Exchange
         Commission on May 5, 1998)

10.9     DelSoft Consulting, Inc. Stock Option Plan (Incorporated by reference
         to exhibits to the Form 10-SB, filed with the Securities and Exchange
         Commission on May 5, 1998)

10.10    * Consulting Agreement, dated December 1, 1999, by and between the
         Registrant and Tech Fund

10.11    * Employment Agreement, dated September 19, 1999, by and between the
         Registrant and Brian Koch

10.12    * Amended Employment Agreement, dated November 19, 1999, by and between
         the Registrant and Adil Choksey

10.13    * Amended Employment Agreement, dated November 29, 1999, by and between
         the Registrant and Benjamin J. Giacchino

23.1     * Consent of JH Cohn LLP.

23.2     * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).

24       * Powers of Attorney (included on p. II-4 of this Registration
         Statement).

-------------
* Filed herewith.

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 this Registration
                  Statement to include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  Registration Statement or any material changes to such
                  information in the 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; and (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 of 1933, 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 the 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 provisions of Item 6 of this Registration
Statement, 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 by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements 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, thereunto duly
authorized, in Roswell, Georgia on the 5th day of January, 2000.

                                                DELSOFT CONSULTING, INC.

                                                By: /s/ Brian Koch
                                                   --------------------------
                                                   Brian Koch
                                                   President
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Brian Koch, his true and lawful
attorneys-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully 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 by the following persons in the
capacities indicated on the 5th day of Janaury, 2000.

      Signature                                           Title

/s/ Brian Koch                                   President and Director
-------------------------
Brian Koch

 /s/ Adil Choksey                                Secretary and Director
-------------------------
Adil Choksey

/s/ Benjamin Giacchino                           Director
-------------------------
Benjamin Giacchino

                                      II-4
EXHIBIT INDEX

Exhibit
  No.

3.1      Articles of Incorporation (Incorporated by reference to exhibits to the
         Form 10-SB, filed with the Securities and Exchange Commission on May 5,
         1998).

3.2      Amendment to Articles of Incorporation (Incorporated by reference to
         exhibits to the Form 10-SB, filed with the Securities and Exchange
         Commission on May 5, 1998).

3.3      Bylaws (Incorporated by reference to exhibits to the Form 10-SB, filed
         with the Securities and Exchange Commission on May 5, 1998).

5.1      * Opinion of Bondy & Schloss LLP as to the legality of the securities
         being offered.

10.4     Employment Agreement, dated July 1, 1996, by and between the Registrant
         and Adil Choksey (Incorporated by reference to exhibits to the Form
         10-SB, filed with the Securities and Exchange Commission on May 5,
         1998)

10.6     Employment Agreement, dated July 1, 1996, by and between the Registrant
         and Jeffrey A. Rinde (Incorporated by reference to exhibits to the Form
         10-SB, filed with the Securities and Exchange Commission on May 5,
         1998)

10.8     Consulting Agreement, dated June 18, 1997, by and between the
         Registrant and Benjamin J. Giacchino (Incorporated by reference to
         exhibits to the Form 10-SB, filed with the Securities and Exchange
         Commission on May 5, 1998)

10.9     DelSoft Consulting, Inc. Stock Option Plan (Incorporated by reference
         to exhibits to the Form 10-SB, filed with the Securities and Exchange
         Commission on May 5, 1998)

10.10    * Consulting Agreement, dated December 1, 1999, by and between the
         Registrant and Tech Fund

10.11    * Employment Agreement, dated September 19, 1999, by and between the
         Registrant and Brian Koch

10.12    * Amended Employment Agreement, dated November 19, 1999, by and between
         the Registrant and Adil Choksey
10.13    * Amended Employment Agreement, dated November 29, 1999, by and between
         the Registrant and Benjamin J. Giacchino

23.1     * Consent of JH Cohn LLP.

23.2     * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).

24       * Powers of Attorney (included on p. II-4 of this Registration
         Statement).

* Filed herewith.