As filed with the Securities and Exchange Commission on November 16, 2001.
                              Subject to amendment.
                                                      Registration No. 333-____
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                             TALK VISUAL CORPORATION
             (Exact name of registrant as specified in its charter)

             NEVADA                                 95-4561156
 (State or other jurisdiction of       (I.R.S. Employer Identification No.)
  incorporation or organization)

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

                             3550 Biscayne Boulevard
                                    Suite 704
                              Miami, Florida 33137
                    (Address of principal executive offices)

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

                             TALK VISUAL CORPORATION
                          1999 STOCK COMPENSATION PLAN
                            (Full title of the plan)

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

                                  EUGENE ROSOV
                                    President
                             Talk Visual Corporation
                             3550 Biscayne Boulevard
                                    Suite 704
                              Miami, Florida 33137
                                 (305) 572-0575
                      (Name, address and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                              ANDREW J. BECK, ESQ.
                                      Torys
                                 237 Park Avenue
                            New York, New York 10017

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

        Approximate date of commencement of proposed sale to the public:
                        As soon as practicable after the
                    Registration Statement becomes effective.

                                 ---------------
<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
                                              PROPOSED            PROPOSED
                                               MAXIMUM            MAXIMUM             AMOUNT OF
 TITLE OF SECURITIES        AMOUNT TO       OFFERING PRICE       AGGREGATE          REGISTRATION
  TO BE REGISTERED        BE REGISTERED      PER SHARE*        OFFERING PRICE*         FEE**
 -------------------      --------------    --------------     --------------       ------------
<S>                        <C>                <C>                  <C>                 <C>
 Common Stock              18,700,000         $0.03825             $715,275            $178.82
 ($.001 par value)           shares
================================================================================================
</TABLE>

 * Estimated solely for purposes of calculating the registration fee on the
basis of the average of the bid and asked prices of the Common Stock on November
15, 2001, as reported on the OTC Bulletin Board.

** Computed in accordance with Rule 457(h)(1).


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.
                  ---------------------------------------

         The Company hereby states that (i) the documents listed in (a) through
(d) below are incorporated by reference in this Registration Statement and (ii)
all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to 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 hereof from the date of filing of such documents.

         (a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000.

         (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2001.

         (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2001.

         (d) The description of the Common Stock contained in the Company's
Registration Statement on Form SB-2 (no. 333-43806) filed October 27, 2000,
including any amendment thereto for the purpose of updating such description.

         (e) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2001.

Item 4.  DESCRIPTION OF SECURITIES.
         -------------------------

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

         The legality of the securities registered hereunder has been passed
upon by the law firm of Torys, 237 Park Avenue, New York, New York 10017. It is
contemplated that Andrew J. Beck, a partner of Torys, will receive 1,300,000
shares of the Common Stock pursuant to the Plan.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

         Under the provisions of Article Twelve of the Articles of Incorporation
of the Company, a director of the Company shall not have personal liability to
the Company or to any of its stockholders for monetary damages for a breach of
his fiduciary duty as a director, except in the case where the director breached
his duty of loyalty, failed to act in good faith, engaged in

<PAGE>


intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Nevada corporate law, or
obtained an improper personal benefit.

         Under the provisions of Article V of the By-laws of the Company, the
Company is required to indemnify a director or officer of the Company from and
against any and all expenses and liabilities that may be imposed upon or
incurred by him in connection with, or as a result of, any proceeding in which
he may become involved, as a party or otherwise, by reason of the fact that he
is or was such a director, officer, employee or agent of the Company, whether or
not he continues to be such at the time such expenses and liabilities shall have
been imposed or incurred, to the extent permitted by the laws of the State of
Nevada, as they may be amended from time to time.

         Also under the provisions of Article V of the By-laws of the Company,
directors are entitled to advancement of expenses incurred in defending any
actions against which they have a right of indemnification from the Company
provided that, if the laws of Nevada require, advancement of expenses may be
conditioned on an undertaking to repay if a final judicial decision is made that
the director is not entitled to indemnification.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not applicable.

Item 8.  EXHIBITS.
         --------

         The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.

Item 9.  UNDERTAKINGS.
         ------------

         The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:

         (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;

             (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 hereof) 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;

                                       2

<PAGE>

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement;

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

         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
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in such
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 such Act and will
be governed by the final adjudication of such issue.






                                       3

<PAGE>


                                POWER OF ATTORNEY

         The Registrant and each person whose signature appears below hereby
appoints the agent for service and Clinton H. Snyder, severally, as
attorney-in-fact with full power of substitution to execute in the name and on
behalf of the Registrant and each such person, individually and in each capacity
stated below, one or more post-effective amendments to this Registration
Statement as the attorney-in-fact acting in the premises deems appropriate and
to file any such amendment to this Registration Statement with the Securities
and Exchange Commission.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 the City of Miami, State of Florida on the 15th day of November,
2001.

                                              TALK VISUAL CORPORATION

                                              By:  /s/  CLINTON H. SNYDER
                                                   -----------------------------
                                                   Clinton H. Snyder
                                                   Chief Financial Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.



           SIGNATURE                   TITLE                         DATE
           ---------                   -----                         ----
/s/ EUGENE  ROSOV              President and Chief             November 15, 2001
---------------------------    Executive Officer
Eugene Rosov                   (Principal Executive
                               Officer) and Director


/s/ CLINTON H. SNYDER          Chief Financial Officer         November 15, 2001
---------------------------    (Principal Financial and
Clinton H. Snyder              Accounting Officer) and
                               Director

/s/ MICHAEL ZWEBNER            Chairman of the Board and       November 15, 2001
---------------------------    Director
Michael Zwebner


/s/ ANDREW SILBER              Director                        November 15, 2001
---------------------------
Andrew Silber


/s/ ALEXANDER WALKER, JR.      Director                        November 15, 2001
---------------------------
Alexander Walker, Jr.







                                       4

<PAGE>

                                INDEX TO EXHIBITS



  Number                   Description of Exhibit
  -----                    ----------------------
   4               -       Talk Visual Corporation 1999 Stock Compensation Plan,
                           as amended

   5               -       Opinion of Torys

   23(i)           -       Consent of Mayer Rispler & Company, P.C. (see
                           "Consent of Independent Certified Public Accountants"
                           in the Registration Statement)

   23(iii)         -       Consent of Torys (contained in Exhibit 5)

   24              -       Power of Attorney (see "Power of Attorney" in the
                           Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "talkvisuals8.txt", "description": "REGISTRATION FORM S-8", "secsgml_size_bytes": 14955}]
{"company-data": {"conformed-name": "TALK VISUAL CORP", "cik": "0001007367", "assigned-sic": "7372", "irs-number": "954561156", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73518", "film-number": "1794186"}, "business-address": {"street1": "3550 BISCAYNE BLVD", "street2": "SUITE 704", "city": "MIAMI", "state": "FL", "zip": "33137", "phone": "3103487266"}, "mail-address": {"street1": "3550 BISCAYNE BLVD", "street2": "SUITE 704", "city": "MIAMI", "state": "FL", "zip": "33137"}, "former-company": {"former-conformed-name": "LEGACY SOFTWARE INC", "date-changed": "19960207"}}
As filed with the Securities and Exchange Commission on November 16, 2001.
                              Subject to amendment.
                                                      Registration No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                             TALK VISUAL CORPORATION
             (Exact name of registrant as specified in its charter)

             NEVADA                                 95-4561156
 (State or other jurisdiction of       (I.R.S. Employer Identification No.)
  incorporation or organization)

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

                             3550 Biscayne Boulevard
                                    Suite 704
                              Miami, Florida 33137
                    (Address of principal executive offices)

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

                             TALK VISUAL CORPORATION
                          1999 STOCK COMPENSATION PLAN
                            (Full title of the plan)

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

                                  EUGENE ROSOV
                                    President
                             Talk Visual Corporation
                             3550 Biscayne Boulevard
                                    Suite 704
                              Miami, Florida 33137
                                 (305) 572-0575
                      (Name, address and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                              ANDREW J. BECK, ESQ.
                                      Torys
                                 237 Park Avenue
                            New York, New York 10017

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

        Approximate date of commencement of proposed sale to the public:
                        As soon as practicable after the
                    Registration Statement becomes effective.

                                 ---------------
CALCULATION OF REGISTRATION FEE
================================================================================================
                                              PROPOSED            PROPOSED
                                               MAXIMUM            MAXIMUM             AMOUNT OF
 TITLE OF SECURITIES        AMOUNT TO       OFFERING PRICE       AGGREGATE          REGISTRATION
  TO BE REGISTERED        BE REGISTERED      PER SHARE*        OFFERING PRICE*         FEE**
 -------------------      --------------    --------------     --------------       ------------
Common Stock              18,700,000         $0.03825             $715,275            $178.82
 ($.001 par value)           shares
================================================================================================
* Estimated solely for purposes of calculating the registration fee on the
basis of the average of the bid and asked prices of the Common Stock on November
15, 2001, as reported on the OTC Bulletin Board.

** Computed in accordance with Rule 457(h)(1).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.
                  ---------------------------------------

         The Company hereby states that (i) the documents listed in (a) through
(d) below are incorporated by reference in this Registration Statement and (ii)
all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to 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 hereof from the date of filing of such documents.

         (a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000.

         (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2001.

         (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2001.

         (d) The description of the Common Stock contained in the Company's
Registration Statement on Form SB-2 (no. 333-43806) filed October 27, 2000,
including any amendment thereto for the purpose of updating such description.

         (e) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2001.

Item 4.  DESCRIPTION OF SECURITIES.
         -------------------------

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

         The legality of the securities registered hereunder has been passed
upon by the law firm of Torys, 237 Park Avenue, New York, New York 10017. It is
contemplated that Andrew J. Beck, a partner of Torys, will receive 1,300,000
shares of the Common Stock pursuant to the Plan.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

         Under the provisions of Article Twelve of the Articles of Incorporation
of the Company, a director of the Company shall not have personal liability to
the Company or to any of its stockholders for monetary damages for a breach of
his fiduciary duty as a director, except in the case where the director breached
his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Nevada corporate law, or
obtained an improper personal benefit.

         Under the provisions of Article V of the By-laws of the Company, the
Company is required to indemnify a director or officer of the Company from and
against any and all expenses and liabilities that may be imposed upon or
incurred by him in connection with, or as a result of, any proceeding in which
he may become involved, as a party or otherwise, by reason of the fact that he
is or was such a director, officer, employee or agent of the Company, whether or
not he continues to be such at the time such expenses and liabilities shall have
been imposed or incurred, to the extent permitted by the laws of the State of
Nevada, as they may be amended from time to time.

         Also under the provisions of Article V of the By-laws of the Company,
directors are entitled to advancement of expenses incurred in defending any
actions against which they have a right of indemnification from the Company
provided that, if the laws of Nevada require, advancement of expenses may be
conditioned on an undertaking to repay if a final judicial decision is made that
the director is not entitled to indemnification.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not applicable.

Item 8.  EXHIBITS.
         --------

         The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.

Item 9.  UNDERTAKINGS.
         ------------

         The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:

         (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;

             (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 hereof) 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;

                                       2
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement;

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

         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
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in such
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 such Act and will
be governed by the final adjudication of such issue.

                                       3
POWER OF ATTORNEY

         The Registrant and each person whose signature appears below hereby
appoints the agent for service and Clinton H. Snyder, severally, as
attorney-in-fact with full power of substitution to execute in the name and on
behalf of the Registrant and each such person, individually and in each capacity
stated below, one or more post-effective amendments to this Registration
Statement as the attorney-in-fact acting in the premises deems appropriate and
to file any such amendment to this Registration Statement with the Securities
and Exchange Commission.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 the City of Miami, State of Florida on the 15th day of November,
2001.

                                              TALK VISUAL CORPORATION

                                              By:  /s/  CLINTON H. SNYDER
                                                   -----------------------------
                                                   Clinton H. Snyder
                                                   Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

           SIGNATURE                   TITLE                         DATE
           ---------                   -----                         ----
/s/ EUGENE  ROSOV              President and Chief             November 15, 2001
---------------------------    Executive Officer
Eugene Rosov                   (Principal Executive
                               Officer) and Director

/s/ CLINTON H. SNYDER          Chief Financial Officer         November 15, 2001
---------------------------    (Principal Financial and
Clinton H. Snyder              Accounting Officer) and
                               Director

/s/ MICHAEL ZWEBNER            Chairman of the Board and       November 15, 2001
---------------------------    Director
Michael Zwebner

/s/ ANDREW SILBER              Director                        November 15, 2001
---------------------------
Andrew Silber

/s/ ALEXANDER WALKER, JR.      Director                        November 15, 2001
---------------------------
Alexander Walker, Jr.

                                       4
INDEX TO EXHIBITS

  Number                   Description of Exhibit
  -----                    ----------------------
   4               -       Talk Visual Corporation 1999 Stock Compensation Plan,
                           as amended

   5               -       Opinion of Torys

   23(i)           -       Consent of Mayer Rispler & Company, P.C. (see
                           "Consent of Independent Certified Public Accountants"
                           in the Registration Statement)

   23(iii)         -       Consent of Torys (contained in Exhibit 5)

   24              -       Power of Attorney (see "Power of Attorney" in the
                           Registration Statement)