As filed with the Securities and Exchange Commission on March 4, 2005
                                         Registration No. 333-__________________

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             MTM TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           NEW YORK                                      13-3354896
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

850 CANAL STREET, STAMFORD, CONNECTICUT                    06902
(Address of Principal Executive Offices)                 (Zip Code)

                           2004 EQUITY INCENTIVE PLAN
                         2002 LONG-TERM PERFORMANCE PLAN
                         2000 LONG-TERM PERFORMANCE PLAN
                            (Full title of the plan)

                   FRANCIS J. ALFANO, CHIEF EXECUTIVE OFFICER
                             MTM TECHNOLOGIES, INC.
                  850 CANAL STREET, STAMFORD, CONNECTICUT 06902
                         (Name and of agent for service)

                                 (203) 975-3700
          (Telephone number, including area code, of agent for service)

             Copies of all communications, including communications
                  to agent for service, should also be sent to:

       E. ANN GILL, ESQ.                 JOHN F. KOHLER, ESQ., GENERAL COUNSEL
   THELEN REID & PRIEST LLP                      MTM TECHNOLOGIES, INC.
       875 THIRD AVENUE                             850 CANAL STREET
   NEW YORK, NEW YORK 10022                   STAMFORD, CONNECTICUT 06902

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                                                     Proposed
                                                Proposed maximum      maximum
  Title of securities           Amount to be     offering price      aggregate         Amount of
   to be registered              registered         per share      offering price   registration fee
----------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>            <C>                <C>
Stock Options                  3,000,000(1)            -                 -                (2)
----------------------------------------------------------------------------------------------------
Common stock, par value        1,979,000(3)(4)      $3.26(5)       $6,258,195.00        $736.59
$.001 per share                1,021,000(6)         $3.79(7)       $3,869,590.00        $455.45
----------------------------------------------------------------------------------------------------
Stock Options                    250,000(8)            -                 -                (2)
----------------------------------------------------------------------------------------------------
Common stock, par value           92,500(9)         $1.43(5)         $132,182.50         $15.56
$.001 per share                  157,500(10)        $3.79(7)         $596,925.00         $70.26
----------------------------------------------------------------------------------------------------
Stock Options                    350,000(11)           -                 -                (2)
----------------------------------------------------------------------------------------------------
Common stock, par value          332,100(12)        $1.49(5)          $495,935           $58.37
$.001 per share                   17,900(13)        $3.79(7)           $67,841            $7.98
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Total                                                                                 $1,344.21
----------------------------------------------------------------------------------------------------

<FN>
(1)  Represents options granted or to be granted pursuant to the 2004 Equity
     Incentive Plan.
(2)  No registration fee is required pursuant to Rule 457(h)(2).
(3)  Shares issuable upon exercise of options previously granted pursuant to the
     2004 LT Performance Plan.
(4)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act") this registration statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the employee benefit
     plans described herein.
(5)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rules 457(h)(1) based upon the average exercise price.
(6)  Shares issuable upon exercise of options available for grant under the 2004
     LT Performance Plan.
(7)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rules 457(h)(1)and 457(c) promulgated under the Securities Act, based
     upon the last sale price for the Company's common stock on February 25,
     2005, as reported by The Nasdaq Stock Market.
(8)  Represents options granted or to be granted pursuant to the 2002 LT
     Performance Plan.
(9)  Shares issuable upon exercise of options previously granted pursuant to the
     2002 LT Performance Plan.
(10) Shares issuable upon exercise of options available for grant pursuant to
     the 2002 LT Performance Plan.
(11) Represents options granted or to be granted pursuant to the 2000 LT
     Performance Plan.
(12) Shares issuable upon exercise of options previously granted pursuant to the
     2000 LT Performance Plan.
(13) Shares issuable upon exercise of options previously granted pursuant to the
     2000 LT Performance Plan.
</FN>
</TABLE>


<PAGE>


                                EXPLANATORY NOTE

This registration statement contains two parts. The first part contains a
reoffer prospectus prepared in accordance with Part I of Form S-3 (in accordance
with Instruction C of the General Instructions to Form S-8) which covers
reoffers and resales of shares of common stock issued pursuant to the Plans (as
defined below). Pursuant to Instruction C of Form S-8, the reoffer prospectus
may be used for reoffers or resales of shares of common stock which may be
deemed to be "control securities" under the Securities Act and the rules and
regulations promulgated thereunder that have been acquired by the selling
shareholders identified in the reoffer prospectus. The number of shares of
common stock included in the reoffer prospectus represents the total number of
shares of common stock that may be acquired by the selling shareholders upon
vesting of awards previously granted under the Plans and does not necessarily
represent a present intention to sell all such shares of common stock. The
second part contains information required in the registration statement under
Part II of Form S-8.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified by Part I of Form S-8 are not
being filed with the Securities and Exchange Commission as permitted by the Note
in Part I of Form S-8. This information has been or will be sent or given to
participants of the Plans as specified by Rule 428(b)(1) under the Securities
Act. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.


                                       ii
<PAGE>


                               REOFFER PROSPECTUS

                                1,163,000 SHARES
                             MTM TECHNOLOGIES, INC.
                                  COMMON STOCK

This prospectus relates to up to an aggregate of 1,163,000 shares of our common
stock that may be issued to certain of our officers, directors and affiliates
upon vesting of options or other awards previously granted under the Plans (as
defined below), and, thereafter, reoffered and resold by such officers,
directors and affiliates pursuant to this prospectus. These officers, directors
and affiliates are referred to as the "selling securityholders" in this
prospectus. The shares may be reoffered and resold from time to time by selling
securityholders, and any pledgees, donees, transferees or other
successors-in-interest of the shares, through public or private transactions at
prevailing market prices, prices related to prevailing market prices or at
privately negotiated prices. Information regarding the identities of the selling
securityholders, the manner in which they acquired or will acquire their shares
and the manner in which the shares are being offered and sold is provided in the
"Selling Securityholders" and "Plan of Distribution" sections of this
prospectus.

We will not receive any of the proceeds from the sale of the shares being
offered pursuant to this prospectus. We will, however, receive the proceeds, if
any, from any original issuances of the shares, whether from the exercise of
options granted pursuant to the Plans or from the purchase price, if any, from
the issuance of restricted stock or other awards under the Plans. We have agreed
to bear all of the expenses in connection with the registration and sale of the
shares, except for sales commissions.

Our common stock currently is traded on The Nasdaq SmallCap Market under the
symbol "MTMC." On March 3, 2005, the closing sale price of our common stock,
as reported by Nasdaq, was $3.90 per share. You are urged to obtain current
market quotations for our common stock before purchasing any of the shares being
offered for sale pursuant to this prospectus.

INVESTMENT IN THE SHARES BEING OFFERED PURSUANT TO THIS PROSPECTUS INVOLVE A
HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE INFORMATION SET
FORTH IN THE SECTION OF THIS PROSPECTUS ENTITLED "RISK FACTORS," COMMENCING ON
PAGE 9, WHEN DETERMINING WHETHER TO PURCHASE ANY OF THESE SHARES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                  The date of this prospectus is ________, 2005


                                       1
<PAGE>


                                TABLE OF CONTENTS

                                                                           Page
                                                                          Number
                                                                          ------
INTRODUCTORY COMMENT..........................................................2
FORWARD-LOOKING STATEMENTS....................................................4
   THE COMPANY................................................................5
   Recent Developments........................................................7
   Our Offices and Website....................................................8
   Nasdaq SmallCap Market Symbol..............................................8
RISK FACTORS..................................................................9
   Risks Relating to Our Business.............................................9
   Risks Involving Our Common Stock and Corporate Governance.................22
USE OF PROCEEDS..............................................................25
DIVIDEND POLICY..............................................................25
SELLING SECURITYHOLDERS......................................................25
PLAN OF DISTRIBUTION.........................................................29
LEGAL MATTERS................................................................31
EXPERTS......................................................................31
WHERE TO GET MORE INFORMATION................................................32
   Registration Statement....................................................32
   Other Information.........................................................32
INFORMATION INCORPORATED BY REFERENCE........................................33
SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES...............35

                            _________________________

You should rely only on the information contained in this prospectus or to that
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this prospectus is accurate only as
of the date of this prospectus.

                              INTRODUCTORY COMMENT

Throughout this prospectus, the terms "we," "us," "our," "our Company" and "the
Company" refer to MTM Technologies, Inc., and, unless the context indicates
otherwise, our subsidiaries on a consolidated basis.

"2004 plan" refers to our 2004 Equity Incentive Plan; "2002 plan" refers to our
2002 Long-Term Performance Plan; "2000 plan" refers to our 2000 Long-Term
Performance Plan; and the "Plans" refers to our 2004 plan, 2002 plan and 2000
plan collectively.

"Pequot Fund" refers to Pequot Private Equity Fund III, L.P., "Pequot Partners"
refers to Pequot Offshore Private Equity Partners III, L.P., and collectively
with Pequot Fund, "Pequot."


                                       2
<PAGE>


"Constellation Venture" refers to Constellation Venture Capital II, L.P.,
"Constellation Offshore" refers to Constellation Venture Capital Offshore II,
L.P., "BSC" refers to The BSC Employee Fund VI, L.P., "CVC" refers to CVC
Partners II, LLC, and collectively with Constellation Venture, Constellation
Offshore and BSC, "Constellation," and together with Pequot, the "Investors."


                                       3
<PAGE>


                           FORWARD-LOOKING STATEMENTS

Statements contained in this prospectus, and the documents incorporated by
reference into this prospectus, include "forward-looking statements" within the
meaning of such term in Section 27 A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements involve known
and unknown risks, uncertainties and other factors which could cause actual
financial or operating results, performances or achievements expressed or
implied by such forward-looking statements not to occur or be realized.
Forward-looking statements made in this prospectus, and the documents
incorporated by reference into this prospectus, generally are based on our best
estimates of future results, performances or achievements, predicated upon
current conditions and the most recent results of the companies involved and
their respective industries. Forward-looking statements may be identified by the
use of forward-looking terminology such as "may," "will," "could," "should,"
"project," "expect," "believe," "estimate," "anticipate," "intend," "continue,"
"potential," "opportunity" or similar terms, variations of those terms or the
negative of those terms or other variations of those terms or comparable words
or expressions. Potential risks and uncertainties include, among other things,
such factors as:

     o    the market acceptance, revenues and profitability of our current and
          future products and services;

     o    our ability to acquire additional companies and ability to
          successfully integrate such acquirees, if any, into our operations;

     o    general economic conditions in the United States and elsewhere, as
          well as the economic conditions affecting the industries in which we
          operate;

     o    the competitive environments within the industries in which we
          operate;

     o    our ability to raise additional capital, if and as needed;

     o    the cost-effectiveness of our product and service development
          activities;

     o    the extent that our sales network and marketing programs achieve
          satisfactory response rates;

     o    political and regulatory matters affecting the industries in which we
          operate; and

     o    the other risks detailed in this prospectus, including those set forth
          in the section entitled "Risk Factors," and the documents incorporated
          by reference into this prospectus, and, from time to time, in our
          other filings with the Securities and Exchange Commission.

Readers are urged to carefully review and consider the various disclosures made
by us in this prospectus, and the documents incorporated by reference into this
prospectus, and our other filings with the SEC. These reports attempt to advise
interested parties of the risks and factors that may affect our business,
financial condition and results of operations and prospects. The forward-looking
statements made in this prospectus speak only as of the date hereof and we
disclaim any obligation to provide updates, revisions or amendments to any
forward-looking statements to reflect changes in our expectations or future
events.


                                       4
<PAGE>


                                   THE COMPANY

We are a leading computer and communications technology management company
providing information technology, or "IT," computer and networking and data
center services, including connectivity, storage, security, collaboration,
messaging and voice over internet protocol (VOIP) solutions. We serve as a
single source provider of advanced technology solutions to divisions of large
corporations, mid-size companies, municipalities and educational institutions.
We provide our clients with a suite of outsourced IT professional services
including network connectivity consulting, remote network monitoring and
management, network and system diagnostics, technology systems implementation
and project management, facilities and data center design and implementation
management, product maintenance and support, training and product procurement
solutions. We also provide total solutions to our clients by delivering complete
technology life-cycle services which include systems design, installation,
consulting, maintenance and integration of network and computer products,
including the design and implementation of wide area networks, or "WANs," local
area networks, or "LANs," wireless network solutions and computer hardware and
software products. We provide our remote network solutions by utilizing our
proprietary solution which we market as "Pivot Technology."

There is a rapidly growing trend among companies to outsource their computer
services requirements. This entails client companies obtaining all or a portion
of their data processing and related requirements from solution providers, such
as us, that specialize in the technology service, product or application
required by these client companies. Our strategy is to offer these companies
selective outsourced infrastructure solutions at competitive prices. We are
focusing our efforts on developing our higher margin recurring service
offerings, while maintaining control over our expenses and improving our balance
sheet. These services include our outsourced support services; contract
programming; voice over internet protocol (VOIP) solutions; network consulting;
network management and monitoring; security solutions; collaboration solutions
focused primarily on Microsoft Exchange; data storage (including disaster
recovery and data back-up) and IT staff leasing.

Since 1991, we have evolved to become a provider of IT professional services and
IT managed solutions. We are focusing our current marketing efforts in
accelerating growth in such areas. Services accounted for approximately 20% of
our total revenues for our fiscal quarter ended December 31, 2004, as compared
to 28% in the comparable 2003 period, with a small portion of these revenues
derived from maintenance and repair services.

On May 20, 2004, our shareholders approved an investment of up to $25,000,000 by
Pequot under the terms of a purchase agreement, dated January 29, 2004 (the
"Pequot Purchase Agreement"). The investment was to be made through Pequot's
purchase from us of shares of our Series A Preferred Stock and warrants to
purchase shares of our common stock in three tranches. Pequot completed its
initial $7,000,000 investment in our Company on May 21, 2004, through the
purchase of 3,255,814 shares of our Series A-1 Preferred Stock and 500,000
warrants. Pequot completed a $5,500,000 investment in our Company on September
16, 2004, through the purchase of 2,000,000 shares of our Series A-2 Preferred
Stock and 400,000 warrants.


                                       5
<PAGE>


On December 7, 2004, Pequot assigned to Constellation its rights and obligations
under the Pequot Purchase Agreement to purchase from us $6,250,000 of the Series
A-3 Preferred Stock and warrants to purchase 384,616 shares of our common stock,
together with rights and obligations of a "Purchaser" under the Pequot Purchase
Agreement with respect to such Series A-3 Preferred Stock and associated
warrants. Immediately thereafter, Pequot purchased from us $6,250,000 of the
Series A-3 Preferred Stock and warrants to purchase 384,616 shares of our common
stock and Constellation purchased from us $6,250,000 of the Series A-3 Preferred
Stock and warrants to purchase 384,616 shares of our common stock. The A-3
Preferred Stock is convertible into 3,846,154 shares of our common stock at a
conversion price of $3.25 per share and the associated common stock warrants are
exercisable for 769,232 shares of common stock at an exercise price of $4.06 per
share.

On December 7, 2004, the Company entered into an additional purchase agreement,
(the "Pequot/Constellation Purchase Agreement"), with the Investors for up to
$40,000,000 (or in certain limited circumstances, up to $47,500,000) of
additional financing in the form of 7% convertible secured notes in three
tranches. On December 10, 2004, the Company sold to the Investors, pursuant to
the Pequot/Constellation Purchase Agreement, $10,000,000 aggregate principal
amount of notes (the "Series A-4 First Tranche Notes") and issued to the
Investors warrants to purchase 615,385 shares of our common stock at an exercise
price of $4.06 per share (the "Series A-4 First Tranche Warrants"). The Series
A-4 First Tranche Notes bear interest at an annual rate of 7%, payable
quarterly. The interest accrued on each such payment date will be added to the
principal of the Series A-4 First Tranche Notes. The Series A-4 First Tranche
Notes are convertible into 3,076,923 shares of Series A-4 Preferred Stock which
is in turn convertible into 3,076,923 shares of the Company's common stock at a
conversion price of $3.25. The conversion and voting rights of the Series A-4
First Tranche Notes and the right to exercise the A-4 First Tranche Warrants is
subject to shareholder approval. The outstanding principal and accrued interest
on the Series A-4 First Tranche Notes will be automatically converted into
Series A-4 Preferred Stock on the date of shareholders' approval. If the Series
A-4 First Tranche Notes have not already been converted into Series A-4
Preferred Stock, they will be due and payable on demand, which may be given by
66-2/3% of the holders of the notes at any time following the later of the date
that is (x) 150 days following the date of issuance or (y) if the SEC reviews
the Company's filings seeking shareholder approval, 180 days following the date
of issuance.

The Investors (or in certain circumstances, a third party) also have the right
to purchase up to an additional $15,000,000 in aggregate principal amount of
notes, which amounts may be adjusted in accordance with the terms of the
Pequot/Constellation Purchase Agreement (the "A-4 Second Tranche Notes"), which
upon shareholder approval will be converted into 4,615,385 shares of Series A-4
Preferred Stock, which is in turn convertible into 4,615,385 shares of the
Company's common stock at a conversion price of $3.25 and warrants to purchase
up to 923,077 shares of our common stock (the "Additional A-4 Warrants",
together with the Series A-4 First Tranche Warrants, the "Series A-4 Warrants").
This additional right is exercisable until September 10, 2005. The Investors
also have the right to purchase up to $15,000,000 (or in certain limited
circumstances, up to $22,500,000) in aggregate principal amount of notes (the
"A-5 Notes"), which following shareholder approval will be converted into
4,615,385 shares (or in certain limited circumstances, 6,923,077 shares) of
Series A-5 Preferred Stock, which is in turn convertible into 4,615,385 shares
(or in certain limited circumstances, 6,923,077 shares) of our common stock at a


                                       6
<PAGE>


conversion price of $3.25. This additional right is exercisable until December
10, 2005.

The Pequot/Constellation Purchase Agreement provides that if the shareholders of
the Company approve the authorization and issuance of, and the conversion of the
notes into the Additional Series A Preferred Stock and the exercise of the
Series A-4 Warrants prior to the date of issuance of any Series A-4 Second
Tranche Notes and/or Series A-5 Notes, such Series A-4 Second Tranche Notes
and/or Series A-5 Notes will not be issued and the Company will issue and sell
to the Investors (i) instead of the Series A-4 Second Tranche Notes, up to a
maximum of 4,615,385 shares of the Series A-4 Preferred Stock and (ii) instead
of the Series A-5 Notes, up to a maximum of 4,615,385 shares (or in certain
limited circumstances, 6,923,077 shares) of the Series A-5 Preferred Stock.

We intend to use the Pequot and Constellation investment funds to execute a
growth-through-acquisition strategy, as well as for working capital needs. We
believe that there is an opportunity to consolidate similar businesses
throughout the United States. We will focus our acquisition strategy on
businesses providing networking, messaging, storage and voice over internet
protocol (VOIP) solutions. The acquisition targets will include companies
providing IT services and products, as well as certain managed solutions. We
intend to seek acquisitions to enhance our current service offerings and extend
our geographic presence. We seek to identify businesses which will add technical
expertise and service offerings, customers, sales capabilities and/or geographic
coverage while generating a positive rate of return on investment. Furthermore,
we intend to capitalize on the business practices of acquired companies that we
believe will best maintain or strengthen our competitive advantage and ensure
ongoing delivery of high quality IT solutions to our customers. The acquisition
candidates we may investigate can be large, and their acquisition by us could
have a significant and lasting impact on our business. We anticipate issuing
press releases and filing appropriate reports with the SEC in connection with
material events as we execute our strategic growth-through-acquisition strategy.
The reports filed with the SEC shall be incorporated into this prospectus by
reference to such reports.

Recent Developments
-------------------

The execution of our growth-through-acquisition strategy has included the
acquisition of the business and operating assets of the following:

     o    DataVox Technologies, Inc., a Cisco AVVID (Architecture for Voice,
          Video and Integrated Data) authorized partner, offering advanced
          technology solutions, including IP telephony, security, storage,
          networking and wireless technologies solutions, as well as network
          facilities engineering and data center technology consulting and
          services.

     o    Network Catalyst, Inc., a provider of advanced technology solutions in
          the VOIP (voice over internet protocol), infrastructure and security
          fields to clients located throughout the Southern California region.

     o    Vector ESP, Inc. and Vector ESP Management, Inc., a provider of
          consulting services, information technology products, technology
          solutions, applications, messaging and collaboration products and


                                       7
<PAGE>


          services, remote connectivity and workforce mobility products and
          services.

On January 27, 2005 the Company entered into a Stock Purchase Agreement with
Info Systems, Inc. ("Info Systems") and its shareholders to acquire all of the
outstanding capital stock of Info Systems. Info Systems conducts an information
technology business and certain management and consulting businesses consisting
of providing connectivity (network infrastructure), server architecture
(applications, directory and computing infrastructure), convergence (legacy and
Voice OverInternet Protocol ("VOIP")), security (assessment, policy design) and
storage (SAN, data migration) solutions, as well as telecommunications and
structured cabling services, outsourced information technology (IT), staff
augmentation and remote network monitoring, management and support services
through its Network Operations Center.

Our Offices and Website
-----------------------

Our principal executive offices currently are located at 850 Canal Street,
Stamford, Connecticut 06902. Our telephone number is (203) 975-3700. We maintain
a website at www.mtm.com. Information contained on our website is not to be
considered a part of, nor incorporated by reference in, this prospectus.

Nasdaq SmallCap Market Symbol
-----------------------------

Our common stock currently is traded on The Nasdaq SmallCap Market under the
symbol "MTMC."


                                       8
<PAGE>


                                  RISK FACTORS

The shares being offered pursuant to this prospectus are speculative and involve
a high degree of risk. Only those persons able to lose their entire investment
should purchase any of the shares. Prior to making an investment decision, you
should carefully read the other information in this prospectus and consider,
along with other matters referred to or incorporated by reference in this
prospectus, the following risk factors.

RISKS RELATING TO OUR BUSINESS

We have incurred losses in our last two fiscal years, and three of our last five
fiscal years, and there is no assurance that we will become profitable.

We incurred a net loss of approximately $8,109,000 for our fiscal year ended
March 31, 2004 and incurred a net loss of $1,211,000 for our fiscal year ended
March 31, 2003. We incurred a net loss of $4,114,856 for the nine months ended
December 31, 2004. Our operating losses may increase as we:

     o    develop, produce and distribute additional products and services;

     o    de-emphasize other products and services;

     o    implement our growth strategy, which will include incurring costs
          required to integrate and accelerate the growth of acquired companies;

     o    maintain and enhance our brands;

     o    continue to develop and upgrade our technology and information
          processing systems;

     o    enhance our customer service;

     o    respond to competitive developments;

     o    attract, integrate, retain and motivate qualified personnel;

     o    raise working capital to be able to compete effectively with
          well-funded competition; and

     o    continue to develop our business.

No assurance can be given that we will ever achieve profitability nor, if we
achieve profitability, that we would thereafter maintain profitability.

A failure to adapt to technological changes within our industry could have an
adverse effect on our operating results.

Our success will depend on our ability to keep pace with technological
developments of new products and services and our ability to fulfill
increasingly sophisticated customer requirements. The computer products and IT
service markets are characterized by rapidly changing technology and frequent
introductions of new products, services and product and service enhancements.
There can be no assurance that our current manufacturers, suppliers and
technical employees will be able to provide the products, services and support
necessary to remain competitive. In addition, there can be no assurance that we


                                       9
<PAGE>


will be able to obtain resale authorizations from new manufacturers and from our
current vendors for new products that gain market acceptance. If we were to
incur delays in sourcing and developing new services and product and service
enhancements, or delays in obtaining new products, such delays could have a
material adverse effect on our operations and financial results.

We are subject to substantial competition which could adversely affect our
operating results.

The markets in which we operate are highly competitive with respect to
performance, quality and price. In our professional services business our
competition ranges from small, specialty integrators, to other service providers
of comparable size and profile to us, as well as large national and global
professional services firms and integrators. Our smaller competitors generally
are highly focused on their immediate market segment and can respond more
quickly to changes in customer needs. Our larger competitors generally have
greater financial resources and may be able to compete more effectively than we
can on prices and payment terms offered to potential customers. In our product
provisioning business we directly compete with local, regional and national
distributors and mail order providers of computer and IT products and services,
including network integrators and corporate divisions of retail superstores.

In addition, the computer and IT products and services industries have each
experienced a significant amount of consolidation through mergers and
acquisitions. In the future, we may face further competition from new market
entrants and possible alliances between existing competitors. Further, certain
computer superstores have expanded their marketing efforts to target segments of
our customer base, which could have a material adverse impact on our operations
and financial results. Some of our competitors have, or may have, greater
financial, marketing and other resources than us. As a result, they may be able
to respond more quickly to new or emerging technologies and changes in customer
requirements, benefit from greater purchasing economies, offer more aggressive
hardware and service pricing to customers, or devote greater resources to the
promotion of their products and services. There can be no assurance that we will
be able to compete successfully in the future with such competitors. We also
compete with manufacturers, including those serving as our vendors, which market
through direct sales forces and distributors. More aggressive competition by
principal manufacturers of computer and IT products, such as offering a full
range of services in addition to products, could have a material adverse effect
on our operations and financial results.

If we are not able to successfully increase the portion of our revenues derived
from our solutions offerings, our future results may be adversely affected.

Our transition from an emphasis on reselling IT products to an emphasis on
providing IT solutions has placed significant demands on our managerial,
administrative and operational resources. Our ability to manage this transition
effectively is dependent upon our ability to:

     o    develop cost effective, repeatable IT solutions that will be accepted
          by our target client base;

     o    develop and execute successful marketing efforts to communicate our
          value proposition to the market;


                                       10
<PAGE>


     o    develop and improve operational, financial and other internal systems;

     o    continue the transition of our sales and business development
          capabilities to support the marketing of our solutions offerings; and

     o    attract, train, retain, motivate, and manage our employees.

If we are unable to do so, our ability to effectively deliver and support our
solutions offerings may be adversely affected. Developing and marketing IT
solutions requires a greater up-front investment in resources and involves a
longer sales cycle than selling IT products. There can be no assurance that we
can transition our business to one primarily providing IT solutions or, if such
transition does occur, that such transition will result in our financial
success. If we successfully expand our IT solutions offerings, periods of
variability in utilization of our employees and consultants may occur. In
addition, we are likely to incur greater technical training costs while
expanding and supporting our IT solutions services offerings.

Our inability to maintain high personnel utilization rates may adversely impact
our profit potential.

The most significant cost relating to the services component of our solutions
business is personnel expense, which consists of salaries, benefits and payroll
related expenses. These costs are relatively fixed, while revenues may vary and
are not solely within our control. Accordingly, the financial performance of the
service portion of our solutions business primarily is based upon utilization
rates. The future success of the services component of our business will depend
in large part upon our ability to maintain high utilization rates. Our operating
results would be negatively impacted by low utilization rates.

Our inability to maintain services billing rates may adversely impact on our
financial performance.

Profitability in the delivery of our professional services is directly related
to the rates we charge our customers for the services rendered. Professional
services rates for certain types of services have experienced significant
declines as such services become more readily available to customers from
multiple sources. Although we continue to pursue development of those types of
services which allow us to bill premium rates, there is no guarantee that such
services will not also become subject to significant pricing competition thereby
eroding margins.

A major national catastrophe can dramatically alter our customers priorities for
IT spending.

The amount of IT spending in the United States directly impacts our ability to
generate revenue. A national catastrophe of the scope of the September 11, 2001
terrorist attacks in New York City and Washington D.C. would likely have a
significant impact on our customers' spending priorities, including the
elimination or reduction of certain types of IT spending.


                                       11
<PAGE>


Our revenues and expenses are unpredictable and a decrease in revenues or
increase in expenses could materially adversely affect our operating results.

Our operating results have been, and will continue to be, impacted by changes in
technical personnel utilization rates. Further, there are numerous other
factors, which are not within our control, that can contribute to fluctuations
in our operating results, including the following:

     o    capital spending budgets of our customers;

     o    the timing, size and mix of product and service orders and deliveries;

     o    the timing and size of new projects, including projects for new
          customers; and

     o    changes in trends affecting outsourcing of IT services.

Our failure to successfully compete for IT professionals may affect our business
operations.

The market for IT professional services is intensely competitive, rapidly
evolving and subject to rapid technological change. We expect competition not
only to persist, but to increase. Competition may result in price reductions,
reduced margins and loss of market share. The market for our goods and services
is rapidly evolving and is subject to continuous technological change. As a
result, our competitors may be better positioned to address these developments
or may react more favorably to these changes. Existing or future competitors may
develop or offer strategic IT services that provide significant technological,
creative, performance, price or other advantages over the IT services offered by
us.

Online security breaches could harm our business.

A significant barrier to online commerce and communications over the Internet is
the secure transmission of confidential information over public networks. Our
security measures on behalf of our clients may not be able to prevent all types
of security breaches. Our failure to prevent security breaches could harm our
business. We rely on encryption and authentication technology licensed from
third parties to provide the security and authentication technology to effect
secure transmission of confidential information. Advances in computer
capabilities, new discoveries in the field of cryptography or other developments
may result in a compromise or breach of the technology used by us to protect
customer transaction data. Any such compromise of our security measures could
harm our reputation and, therefore, our business. In addition, a party who is
able to circumvent our security measures could misappropriate proprietary
information or cause interruptions in our or our clients' operations. We may
need to expend significant resources to protect against security breaches or to
address problems caused by breaches. Security breaches could damage our
reputation and expose us to a risk of loss or litigation and possible liability.
Our insurance policies carry low coverage limits, which may not be adequate to
reimburse us for losses caused by security breaches.

Difficulties in the collection of accounts receivable could result in reductions
in our cash flows.

All of our sales are made on unsecured credit terms which may vary substantially
between customers. Therefore, a default or delay in payment on a significant
scale could materially adversely affect our business, results of operations and
financial condition.


                                       12
<PAGE>


It also is difficult for us to ascertain future demand for our existing products
and services and anticipated demand for newly introduced products and services.
Consistent with industry practices, we may accept product returns or provide
other credits, even when we are not legally required to do so. While we believe
that we have established appropriate allowances for collection problems and
anticipated returns based on historical experience and industry norms, actual
returns and uncollectible receivables may exceed such allowances. Defective
products also may result in higher customer support costs and product returns.

The failure to maintain our status as an authorized reseller/servicer of IT
products could have a material adverse effect on our business and operations.

We are materially dependent on our continued status as an approved reseller of
IT products and our continued authorization as an IT service provider. We would
be unable to provide the range of products and services we currently offer,
including warranty services, without such authorization. Our resale agreements
with manufacturers generally are terminable by manufacturers on short notice.
The loss of one or more of such authorizations could have a material adverse
effect on our business and results of operations. In particular, we rely upon
products manufactured by Dell Computer Corporation and Hewlett-Packard Company.
Dell products accounted for approximately 23% of our product sales for our
fiscal year ended March 31, 2004, 26% of our product sales for our fiscal year
ended March 31, 2003 and 14% of our product sales for our fiscal year ended
March 31, 2002. Hewlett-Packard products accounted for approximately 40% of our
product sales for our fiscal year ended March 31, 2004, 42% of our product sales
for our fiscal year ended March 31, 2003 and 49% of our product sales for our
fiscal year ended March 31, 2002. The loss of our authorized reseller status
with either of Dell or Hewlett-Packard could be expected to have a material
adverse effect on our operating results.

In addition, our professional services revenues depend in large part on our
accreditations with other vendors such as Microsoft, Cisco and Citrix. Most of
our major vendors require that we maintain specifically trained and accredited
staff at each of our offices in order to re-sell and provide services associated
with such products. Furthermore, certain such vendors require that we make
annual purchases of their products for use in our labs and for marketing
purposes. Each vendor independently determines these requirements for those
organizations which it authorizes to provide services in connection with their
products. If these requirements should become substantially more burdensome ,
they could affect our business in either of two ways: (1) we would elect not to
continue our accreditation with such vendor and forgo the revenues associated
with the re-sale of such vendor's products and associated services, or (2) we
would incur the additional expense associated with additional staff training or
equipment purchase requirements. In either case, this could have a negative
impact on our operating results.

The loss of the services of our principal executive officer could have a
material adverse effect on us.

We are significantly dependent upon the continued availability of Francis J.
Alfano, our chief executive officer. We have entered into an employment
agreement with Mr. Alfano. This employment agreement contains non-competition
provisions. The loss or unavailability to us of Mr. Alfano for an extended
period of time could have a material adverse effect on our business operations
and prospects. To the extent that his services would be unavailable to us for
any reason, we would be required to procure other personnel to manage and


                                       13
<PAGE>


operate our Company. There can be no assurance that we will be able to locate or
employ such qualified personnel on acceptable terms. At the present time, we do
not have "key man" life insurance covering any of our principal executive
officers.

We are dependent on our key personnel and our ability to recruit, train and
retain IT solutions professionals who are in short supply.

Our current and planned operations will depend in large part on our ability to
identify, hire, train and retain IT professionals and sales and senior
management personnel who can provide the technical, strategic, creative,
marketing and audience development skills required by our clients and for our
financial success. There is a shortage of qualified personnel in these fields
and we compete with other companies for this limited pool of IT professionals
and sales and senior management personnel. There is no assurance that we will be
able to attract, train, or retain such qualified personnel.

Further, additions of new and departures of existing personnel, particularly in
key positions, can be disruptive, which also could have a material adverse
effect upon us, the result of which could have a negative impact on our
operations and financial results.

We expect to need to continue to hire, train and manage new employees to support
future growth.

Our current and planned personnel, systems, procedures and controls may not be
adequate to support our future operations. We may be unable to hire, train,
retain and manage qualified personnel. If our new hires are not good employees,
or if we are unsuccessful in training and integrating these new employees, our
business may be harmed.

The success of our business plan depends on our ability to make additional
acquisitions and our acquisition program entails significant risks.

We intend to pursue opportunities to expand our business through the acquisition
of selected companies in targeted markets. The acquisition candidates we review
can be large, and their acquisition by us could have a significant and lasting
impact on our business. We cannot guarantee that:

     o    we will be able to identify appropriate acquisition candidates or
          negotiate acquisitions on favorable terms; or

     o    we will be able to obtain the financing necessary to complete all
          projected future acquisitions.

Acquisitions involve numerous risks, including:

     o    adverse effects on our operating results;

     o    an inability to integrate acquired businesses;

     o    increased compensation expense associated with newly hired or acquired
          employees;

     o    unanticipated liabilities and expenses;


                                       14
<PAGE>


     o    costs associated with incomplete acquisitions;

     o    expenses, delays and difficulties of integrating acquired companies
          into our existing organization;

     o    dilution of the interest of existing shareholders if we issue our
          securities in making acquisitions or if we sell

     o    our securities in order to raise cash for acquisitions;

     o    diversion of management's attention;

     o    expenses of amortizing the acquired companies' intangible assets;

     o    increases in our expenses in order to advertise and promote acquired
          companies; and

     o    expenses of any undisclosed or potential legal liabilities of an
          acquired company.

In addition, we cannot guarantee that we will realize the benefits or strategic
objectives we are seeking to obtain by acquiring any particular company and any
acquired company could significantly under perform relative to our expectations.
In particular, acquired companies often experience modest revenue declines
immediately following the closing of their acquisition.

Because we have only recently initiated our acquisition program, we are
currently facing all of these challenges and we have not proven our ability to
overcome such challenges over the long term. As a result of all of the
foregoing, our acquisition strategy could adversely affect our business.

The success of our business plan depends on the successful integration of
acquisitions.

We recently completed several acquisitions and intend to make additional
acquisitions of businesses as part of our strategic growth strategy. Our future
performance will depend in large part on our ability to integrate those
businesses, with our existing operations successfully and to do so profitably.
To integrate acquired businesses, it is often necessary or desirable to
accomplish one or more of the following:

     o    consolidate their billing and accounting systems into our systems and
          implement financial and other control systems;

     o    relocate the servers and other equipment of acquired companies to one
          of our facilities;

     o    migrate the operations of acquired companies onto our technology
          platforms;

     o    integrate the customer accounts of acquired companies into our
          customer service system;

     o    integrate the service offerings of acquired companies into our service
          offerings; and

     o    identify resellers and referral partners of the services of acquired
          companies and migrate them to our business partner program.


                                       15
<PAGE>


We may not be able to successfully integrate acquired businesses with existing
operations without substantial costs, delays or other problems, if at all. As we
integrate acquired businesses:

     o    we may lose customers of acquired companies due to difficulties during
          the integration process;

     o    we may not be able to bill customers of the acquired companies
          accurately due to potential deficiencies in the internal controls of
          the acquired companies, such as inadequate back-office systems of the
          acquired companies and potential difficulties in migrating records
          onto our own systems;

     o    we may experience difficulty in collecting bills rendered by acquired
          companies due to inaccurate record keeping of the acquired companies;

     o    key employees of the acquired companies whom we wish to retain may
          resign;

     o    management's attention and resources could be diverted from our
          ongoing business concerns;

     o    we may not be able to integrate newly acquired technologies with our
          existing technologies; and

     o    we may not be able to train, retain and motivate executives and
          employees of the acquired companies.

Because we intend to employ a strategy that includes a high level of acquisition
activity, at any time there are likely to be one or more operating businesses
that have not been integrated into our business.

Moreover, the anticipated benefits of any or all of these acquisitions may not
be realized. Future acquisitions could result in the incurrence of debt and the
incurrence of contingent liabilities and amortization expenses, each of which
could have a material adverse effect on our operating results and financial
position.

Our rapid growth and expansion may significantly strain our resources.

We expect to experience rapid growth, primarily due to acquisitions. This rapid
growth is likely to place a significant strain on our operating and financial
resources. Our future performance will partly depend on our ability to manage
our growth effectively, which will require that we further develop our operating
and financial system capabilities and controls. We have invested and intend to
continue to invest, significant amounts in billing, accounts receivable,
customer service and financial systems.

Because we employ a strategy that includes a high level of acquisition activity,
at any time there are likely to be one or more operating businesses that have
not been integrated into our core systems and continue to produce financial and
other information from their existing systems. As a result, our ability to
record, process, summarize and report financial data could be adversely
affected.


                                       16
<PAGE>


We may need additional funds to execute our planned acquisition program which,
if available, could result in an increase in our interest expense or dilution of
your shareholdings. If these funds are not available, our business could be
adversely affected.

Our expected cash flows from operations is likely to be insufficient to fund our
acquisition and internal growth programs. We expect to fund our acquisition
program principally from the proceeds of stock sales, sales of convertible notes
and from other external sources, including sales of Series A-4 Preferred Stock
and Series A-5 Preferred Stock to Pequot, Constellation and possibly other
investors. As a result, we may need to raise additional funds to conduct our
intended growth programs.

We may raise funds through public or private debt or equity financing. If funds
are raised through the issuance of equity securities, the percentage ownership
of our then current shareholders may be reduced and such equity securities may
have rights, preferences or privileges senior to those of the holders of our
common stock. If additional funds are raised through the issuance of debt
securities, such securities could have rights, preferences and privileges senior
to those of the holders of our common stock and the terms of such debt could
impose restrictions on our operations. If additional funds become necessary,
additional financing may not be available on terms favorable to us, or at all.
If adequate funds are not available on acceptable terms, we may not be able to
continue to fund our growth or to continue our acquisition program.

System failures could harm our business.

We have experienced system failures from time to time. In addition to placing
increased burdens on our engineering staff, these outages could create a flood
of user questions and complaints that must be responded to by our customer
support personnel. Any unscheduled interruption in our systems could result in
an immediate loss of revenues that can be substantial and may cause some users
to switch to our competitors. If we experience frequent or persistent system
failures, our reputation and brand could be permanently harmed. We are currently
taking steps to increase the reliability and redundancy of our systems. These
steps are expensive and may not be successful in reducing the frequency or
duration of unscheduled downtime.

Most of our core computer and network hardware for operating our website and
service centers currently is located at hosting facilities in Hawthorne, NY and
Houston, TX. Despite any precautions we may take, our systems and operations may
be vulnerable to damage or interruption from floods, fires, power loss,
telecommunication failures and similar events. They are also subject to
break-ins, sabotage, intentional acts of vandalism and similar misconduct.

Our computer and network systems are partially redundant and we are working on
establishing full redundancy for all such critical systems. We will also
continue to be highly reliant on our two hosted data center providers until we
implement location redundancy between multiple hosting sites. A major failure at
either or both of our hosted data center providers would cause substantial
disruption to our business and would have an immediate impact on our ability to
service our customers, the severity of which would be proportional to the
duration of the outage.


                                       17
<PAGE>


We do not have, at this time, a formal disaster recovery plan or alternative
providers of hosting services, and we do not carry business interruption
insurance to compensate us for losses that may occur. Any damage to, or failure
of, our systems could result in interruptions in our service centers.
Interruptions could reduce our revenues, and our future revenues will be harmed
if our customers believe that our systems are unreliable.

We may enter into fixed-price contracts which involve financial risks.

Certain of our contracts are on a fixed-price basis, rather than on a time and
materials basis. We assume greater financial risk on fixed-price contracts than
on time and materials engagements. We have limited experience in estimating
costs for our engagements, particularly for larger projects. We may have to
commit unanticipated resources to complete some of our fixed-price projects,
resulting in lower gross margins on such contracts. In addition, we may assume
the fixed-price contracts of the companies we acquire. If we or our acquired
businesses fail to estimate accurately the resources and time required for an
engagement, to manage client expectations effectively or to complete fixed-price
engagements within budget, on time and to our clients' satisfaction, we could be
exposed to cost overruns, potentially leading to losses on fixed-price projects.

In addition, we recognize revenues from fixed-fee contracts based on our
estimate of the percentage of each project completed in a reporting period. To
the extent our estimates are inaccurate, the revenues and operating profits, if
any, that we report for periods during which we are working on a project may not
accurately reflect the final results of the project and we would be required to
make adjustments to such estimates in a subsequent period.

We generally do not expect to have long-term contracts and the need to establish
relationships with new clients creates an uncertain revenue stream.

Our customers generally retain us on a project by project basis, rather than
under long-term contracts, although our support services may be rendered under
one-year or other long-term service contracts. As a result, a client may or may
not engage us for further services once a project is completed. We expect that
establishment and development of relationships with additional companies and
other corporate users of information technology will be an important component
of our business operations. The absence of long-term contracts and the need for
new clients create an uncertain revenue stream. A client which accounts for a
significant portion of our revenues in a given period may not generate a similar
amount of revenues, if any, in subsequent periods. There is no assurance that we
will be able to add new clients or to secure new engagements with existing
clients. In addition, some of our existing clients may unilaterally reduce the
scope of, or terminate, existing projects.

Unauthorized break-ins to our systems could harm our business.

Although our computing systems are configured with commercial grade anti-virus
software, they may continue to be vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to interruptions,
delays, loss of data or the inability to complete user transactions. In
addition, unauthorized persons may improperly access our data. We may experience
an unauthorized break-in by a "hacker" who could cause damage to or change our


                                       18
<PAGE>


system or take confidential information. Any actions like these could harm us.
Actions like these may be very expensive to remedy and could damage our
reputation.

We may be subject to legal liability to our clients.

Many of our engagements will involve the development and implementation of IT
solutions that are important to our clients' businesses. Our failure or
inability to meet a client's expectations in the performance of services could
injure our business reputation or result in a claim for substantial damages
against us regardless of our responsibility for such failure. In addition, the
services we provide may involve confidential or proprietary client information.
Although we have implemented policies to prevent such client information from
being disclosed to unauthorized parties or used inappropriately, any such
unauthorized disclosure or use could result in a claim against us for
substantial damages. Our contractual provisions attempting to limit such damages
may not be enforceable in all instances or may otherwise fail to protect us from
liability for damages.

Our ability to protect our intellectual property rights is questionable and, if
we are unable to protect such rights, our financial condition could be
materially adversely affected.

We rely upon a combination of nondisclosure and other contractual arrangements
and trade secret, copyright, and trademark laws to protect our proprietary
rights and the proprietary rights of third parties from whom we license
intellectual property. We enter into confidentiality agreements with our
employees and limit distribution of proprietary information. However, we cannot
assure you that the steps taken by us in this regard will be adequate to deter
misappropriation of proprietary information or that we will be able to detect
unauthorized use and take appropriate steps to enforce our intellectual property
rights. We also are subject to the risk of litigation alleging infringement of
third-party intellectual property rights. Any such claims could require us to
spend significant sums in litigation, pay damages, develop non-infringing
intellectual property, or acquire licenses to the intellectual property that is
the subject of the alleged infringement. Our inability or failure to establish
rights or to protect our rights may have a material adverse effect on our
business, results of operations, and financial condition.

Our growth will depend on our ability to continue to develop our brands.

We believe that strengthening our brands will be critical to achieving
widespread acceptance of our products and services. Promoting and positioning
our brands will depend largely on the success of our marketing efforts and our
ability to provide high quality products and services. In order to promote our
brands, we will need to increase our marketing budget and otherwise increase our
financial commitment to creating and maintaining brand loyalty among our
customers. Brand promotion activities may not yield increased revenues and, even
if they do, any increased revenues may not offset the expenses we incur in
building our brands. If we fail to promote and maintain our brands or incur
substantial expenses in an unsuccessful attempt to promote and maintain our
brands, our business would be harmed.

Our dependence on third party licenses could have adverse affects.

We rely on certain software, technology and content that we license or have
licensed from third parties, including software, technology and content that is
integrated with internally developed software and used in our products to


                                       19
<PAGE>


perform key functions. These third-party licenses may not continue to be
available to us on commercially reasonable terms. Also, the licensed software,
technology and content may not be appropriately supported, maintained or
enhanced by the licensors such that the license would not continue to provide
the necessary commercial benefits to us. In addition, we may not be able to
license additional software, technology and content on terms advantageous to us.
The loss of or inability to obtain or replace licenses to, or inability to
support, maintain and enhance, any of such licensed software, could result in
increased costs, including the expense of internally developing the required
software, technology and/or content, as well as delays or reductions in product
shipments.

In certain parts of our managed services business we utilize software obtained
as open-source. Such software is supported through various more or less formal
developer communities and may be more susceptible to internal vulnerabilities
than commercial grade products. In the event that any of these software products
would need to be replaced by an equivalent commercial product (because of
discovered flaws or difficulty in obtaining support), we would incur significant
costs associated with licensing equivalent commercial products, possibly
rendering the services provided to customers based on these products
unprofitable.

We are dependent upon our vendor relationships and any adverse change in these
relations could have a negative impact on us.

Our current and future success depends, in part, on our relationships with
leading hardware and software vendors and distributors. Without these
relationships, we would be unable to provide our current range of products and
services. We may not be able to maintain or attract new relationships with the
computer hardware and software vendors that we believe are necessary for our
business. Since we utilize vendor relationships as a marketing tool, any
negative change in these relationships could adversely affect our sales.

In general, our agreements with vendors include termination provisions, some of
which are immediate. We cannot assure you that vendors will continue to
authorize us as an authorized reseller. In addition, we cannot assure you that
vendors which introduce new products will authorize us as an approved reseller
for such new products.

Significant product supply shortages have resulted from time to time because
manufactures have been unable to produce sufficient quantities of certain
products to meet demand. We anticipate experiencing some difficulty in obtaining
an adequate supply of products from major vendors from time to time.
Difficulties in obtaining product may result in delays in completing sales.

The loss of any vendor relationship, product line, or product shortage could
reduce the supply and increase costs of products sold by us and adversely impact
our competitive position.

We are subject to pricing pressures which could result in lower sales revenues
and gross profits.

We believe our prices and delivery terms are competitive. However, certain
competitors may offer more aggressive pricing to customers. We have experienced,
and expect to continue to experience pricing pressure, on our products and
services due to competitive factors, including industry consolidation and the
efforts of manufacturers to sell products directly to end users, including our
current and potential customers. In addition, the general weakness in spending
on technology has, we believe, impacted our operating results. In an attempt to


                                       20
<PAGE>


stimulate sales to existing and new customers, we believe, pricing pressures may
increase in the future. Decreasing prices for our products and services would
require us to sell a greater number of products and services to achieve the same
level of net sales and gross profit.

Our use of net operating loss carry-forwards is limited.

We estimate our consolidated net operating loss tax carry-forwards to be
approximately $9.6 million at March 31, 2004, which expire in various years
through 2024, and our general business tax credit carryover to be approximately
$190,000, which expires in various years through 2023. These carry-forwards are
subject to certain limitations. Under the Internal Revenue Code, changes in the
ownership or the business of a corporation that has net operating loss
carry-forwards can result in the inability to use or the imposition of
significant restrictions on the use of such net operating loss carry-forwards to
offset future income and tax liability of such corporation. An "ownership
change" may be deemed to have occurred under the Internal Revenue Code and the
regulations thereunder with respect to us and our use of these net operating
loss carry-forwards will be limited. There can be no assurance that we will be
able to utilize our net operating loss carry-forwards.

Seasonality is expected to cause fluctuations in our revenues and operating
results.

The markets in which we operate are characterized by significant seasonal swings
in demand, which typically peak in the fourth quarter of each calendar year, our
third fiscal quarter. We expect our net sales and operating results to reflect
this seasonality.

We have and may continue to have fluctuations in our quarterly operating
results.

Our quarterly operating results have and, in the future, may fluctuate
significantly, depending on a variety of factors, many of which are outside of
our control. Factors that may affect our quarterly results include:

     o    the demand for our products and services;

     o    the size, timing and timely fulfillment of orders for our products and
          services;

     o    the level of product, price and service competition;

     o    changes in average selling prices and product mix, which could also
          affect our profit margins;

     o    changes in our sales incentive strategy, as well as sales personnel
          changes;

     o    the mix of direct and indirect sales, product returns and rebates;

     o    federal, state or local government regulation;

     o    our ability to upgrade and develop our systems and infrastructure to
          accommodate growth;

     o    our success in integrating the operations of acquired companies into
          one unified operation;


                                       21
<PAGE>


     o    our ability to attract and retain qualified personnel;

     o    consumer trends;

     o    the success of our brand building and marketing campaigns; and

     o    general economic conditions and economic conditions specific to the
          Internet and e-commerce industries.

Our operating expenses and capital expenditures are expected to be based in
large part on our expectations of future revenues and the expected costs
associated with growing our new e-commerce business and acquired companies.
Therefore, if revenue levels are below expectations, operating results are
likely to be adversely affected. Net income may be disproportionately affected
by an unanticipated decline in revenue for a particular quarter because a
relatively small amount of our expenses will vary with our revenue in the short
term. As a result, we believe that period-to-period comparisons of our results
of operations are not and will not necessarily be meaningful and should not be
relied upon as any indication of future performance. Due to all of the foregoing
factors, it is likely that in some future quarter our operating results will be
below expectations.

RISKS INVOLVING OUR COMMON STOCK AND CORPORATE GOVERNANCE

Pequot could be deemed our controlling shareholder and Pequot's interests may
not be the same as our other shareholders.

Pequot currently holds approximately 46.1% of the voting power of our
outstanding securities. Pequot also may receive additional voting power if we
were to elect to pay dividends on outstanding Series A Preferred Stock in the
form of additional shares of Series A Preferred Stock. Pequot's acquisition of
more than 50% of the outstanding voting power of our shareholders would allow
Pequot to approve almost any transaction requiring a minimum majority vote
without a meeting or prior notice to our other shareholders. These transactions
could include mergers, consolidations, dissolution or sales of assets. These
transactions could benefit Pequot at the expense of our other shareholders or
benefit Pequot disproportionately when compared to our other shareholders.

Limited directors' liability could prevent our shareholders from holding our
directors responsible for a lack of care.

Our certificate of incorporation provides that our directors will not be held
liable to us or our shareholders for monetary damages upon breach of a
director's fiduciary duty, except to the extent otherwise required by law.

There is significant volatility in our stock prices.

The market for our common stock is highly volatile. The trading price of our
common stock could widely fluctuate in response to, among other things:

     o    quarterly variations in our operating and financial results;


                                       22
<PAGE>


     o    announcements of technological innovations or new products by us, our
          vendors or our competitors;

     o    changes in prices of our or our competitors' products and services;

     o    changes in the product and service mix of our sales;

     o    changes in our revenue and revenue growth rates as a whole or for
          individual geographic areas, business units, products, services or
          product and sales categories;

     o    unscheduled system interruptions;

     o    our ability to timely develop, introduce and market new services, as
          well as enhanced versions of our current services;

     o    additions or departures of key personnel;

     o    changes in financial estimates by securities analysts;

     o    conditions or trends in the Internet and online commerce industries;

     o    changes in the market valuations of other IT product and service
          companies;

     o    developments in IT and Internet regulations;

     o    announcements by us or our competitors of significant acquisitions,
          strategic partnerships, joint ventures or capital commitments;

     o    sales of our common stock or other securities in the open market; and

     o    other events or factors that may be beyond our control.

Statements or changes in opinions, ratings, or earnings estimates made by
brokerage firms or industry analysts relating to the markets in which we conduct
our business or relating to us or our competitors could result in an immediate
and adverse effect on the market price of our common stock. In addition, the
stock market has from time to time experienced extreme price and volume
fluctuations which have particularly affected the market price for the
securities of many IT service and Internet companies which often have been
unrelated to the operating performance of these companies. These broad market
fluctuations may adversely affect the market price of our common stock.

Our acquisition strategy may result in dilution to our shareholders.

Our business strategy calls for strategic acquisitions of other businesses,
technologies and services. We anticipate that future acquisitions will require
cash and issuances of our capital stock, including our common stock. To the
extent we are required to pay cash for any acquisition, we anticipate that we
would be required to obtain additional equity and/or debt financing. Equity
financing would result in dilution for our then current shareholders. Such stock
issuances and financing, if obtained, may not be on terms favorable to us and
could result in substantial dilution to our shareholders at the time(s) of these
stock issuances and financings.


                                       23
<PAGE>


We have no history of paying dividends.

We have never paid any cash dividends on our common stock and we do not
anticipate paying any dividends in the foreseeable future. In addition, our
ability to pay dividends to the holders of our common stock is limited under our
certificate of incorporation.

We may issue substantial amounts of additional shares of our common stock
without shareholder approval, which could dilute the equity interests of our
shareholders.

We have outstanding an aggregate of 6,472,889 shares of our common stock and
Series A Preferred Stock convertible into an aggregate 9,101,968 shares of our
common stock, as of the date of this prospectus. The Investors currently hold
warrants to purchase 1,669,231 shares of our common stock. Upon shareholder
approval of the transactions subject to the Pequot/Constellation Purchase
Agreement we will also have outstanding additional shares of Preferred Stock and
warrants. We also have an additional 10,898,032 shares of Series A Preferred
Stock authorized but unissued, all of which shares are not reserved for specific
purposes, other than pursuant to the anti-dilution provisions of the Series A
Preferred Stock or for issuance in lieu of cash dividends on the Series A
Preferred Stock, an additional 6,000,000 shares of serial preferred that are not
designated as Series A Preferred Stock and an additional (a) 4,385,000 shares of
our common stock issuable upon the exercise of stock options or restricted stock
units granted or available for grant under our various stock plans and (b)
aggregate of approximately 2,374,618 shares of our common stock issuable upon
exercise of other stock options, restricted stock units or warrants previously
granted and outstanding, all as of the date of this prospectus, the exercise of
615,386 of which is subject to shareholder approval (including the warrants
issued to the Investors to purchase Series A Preferred Stock). All of such
shares may be issued without any action or approval by our shareholders, except
as may be limited under Nasdaq Marketplace Rules. Any shares issued by us in the
future would further dilute the percentage ownership held by our shareholders.

Substantial sales of our common stock could adversely affect the market price of
our common stock.

Sales of a substantial number of shares of our common stock could adversely
affect the market price of our common stock by introducing a large number of
sellers to the market. This could cause the market price of our common stock to
decline.

If Pequot and Constellation were to convert their Series A Preferred Stock and
exercise their warrants for Series A Preferred Stock, we would have outstanding
17,243,089 shares of our common stock, and we will have reserved approximately
4,475,000 shares of our common stock for issuance under our various stock plans
and under other outstanding options and warrants, assuming there are no
issuances of additional shares of our common stock nor grants of warrants and
options to purchase shares of our common stock after the date of this
prospectus. In addition, we anticipate issuing our securities as part of the
execution of our strategic growth strategy. We cannot predict if future sales of
our common stock or the availability of our common stock for sale will adversely
affect the market price for our common stock or our ability to raise capital by
offering equity securities.


                                       24
<PAGE>


                                 USE OF PROCEEDS

The proceeds from the sale of the shares of our common stock being offered by
the selling securityholders pursuant to this prospectus will belong to the
selling securityholders. We will not receive any of the proceeds from the sale
of such shares. We will, however, receive the proceeds, if any, from any
original issuances of the shares, whether from the exercise of options granted
pursuant to the Plans or from the purchase price from the issuance of restricted
stock or other awards under the Plans. We will utilize such proceeds for payment
of cash consideration in connection with future acquisitions as part of our
strategic growth strategy; and general corporate and working capital purposes.
We will have complete discretion over how we may use such proceeds. We cannot
assure purchasers that our use of the net proceeds will not vary substantially
due to unforeseen factors. Pending use of any such proceeds, we may invest all
or a portion of such proceeds in marketable securities, equity securities of
other companies, short-term, interest-bearing securities, U.S. Government
securities, money market investments and short-term, interest-bearing deposits
in banks.

                                 DIVIDEND POLICY

We have never declared or paid any dividends to the holders of our common stock
and we do not expect to pay cash dividends in the foreseeable future. We
currently intend to retain all earnings for use in connection with the further
development of our business and for general corporate purposes. Our board of
directors will have the sole discretion in determining whether to declare and
pay dividends in the future. The declaration of dividends will depend on our
profitability, financial condition, cash requirements, future prospects and
other factors deemed relevant by our board of directors. In addition, provisions
contained in our certificate of incorporation governing the terms of our Series
A Preferred Stock, as well as our financing agreement with Textron Financial
Corporation, place restrictions on our ability to declare or make any cash
dividends on our common stock. In addition, our ability to pay cash dividends on
our common stock in the future could be further limited or prohibited by the
terms of future financing agreements that we may enter into or by the terms of
any preferred stock that we may authorize and issue.

                             SELLING SECURITYHOLDERS

The following table and notes to the table sets forth, with respect to each
selling securityholder:

     o    the name of the selling securityholder and any material relationship
          the selling securityholder has had with us over the past three years;

     o    the number of shares of our common stock beneficially owned by the
          selling securityholder as of the date of this prospectus;

     o    the number of shares of our common stock being offered for sale by the
          selling securityholder pursuant to this prospectus; and

     o    the number of shares of our common stock and percentage that will be
          beneficially owned by the selling securityholder assuming the selling
          securityholder disposes of all of the shares being offered pursuant to
          this prospectus.


                                       25
<PAGE>


This prospectus may be amended or supplemented from time to time to add selling
securityholders or to delete the names of selling securityholders from the
following list or to otherwise amend or supplement the information in the table
set forth below.


                                       26
<PAGE>


<TABLE>
<CAPTION>
                                                                                                  Beneficial Ownership
                                                                                              After the Sale of the Shares
                                                                                              ----------------------------
                                                              Beneficial        Number of
                                                            Ownership Prior    Shares Being
Name of Selling                                             to Sale of the     Offered for
Securityholder               Material Relationship (1)        Shares (2)         Sale (3)        Number        Percentage
--------------               -------------------------        ----------         --------        ------        ----------
<S>                       <C>                                 <C>                <C>             <C>           <C>
Francis J. Alfano.......  Chief Executive Officer (since            66,667         400,000              0         0.0
                          5/21/04), Director

Alan Schwartz...........  Chief Financial Officer,                  25,000         150,000              0         0.0
                          Senior Vice President (since
                          5/21/04)

John F. Kohler..........  General Counsel, Senior Vice              12,500          75,000              0         0.0
                          President (since 5/21/04)

Steven H. Rothman.......  Executive Vice President (4)       900,561(5)(6)       50,000(6)     850,561(6)        13.1%

Howard A. Pavony........  Executive Vice President (7)          895,656(5)          50,000        845,656        13.0%

Arnold Wasserman........  Director (since 1998),                118,000(5)          83,000         35,500         0.5%
                          Chairman Audit Committee
                          (since 1999), Lead Independent
                          Director (since 2002)

William Lerner..........  Director (since 1985),                 90,500(5)          50,000         40,500         0.6%
                          Chairman Corporate and
                          Governance Nominating
                          Committees (since 11/03)

Alvin E. Nashman........  Director (since 1995),                 85,500(5)          50,000         35,500         0.5%
                          Chairman Compensation
                          Committee (since 1999)

Steven Stringer.........  Executive Vice President,                 35,832         255,000              0         0.0
                          Chief Operating Officer (since
                          10/1/04)
______________
<FN>
(1)  We entered into various agreements on May 21, 2004 and December 7, 2004, as
     conditions to consummating the transactions contemplated in the Pequot
     Purchase Agreement and the Pequot/Constellation Purchase Agreement,
     including a shareholders' agreement, as amended and restated, which
     provides that each shareholder will vote, or cause to be voted, all of
     their securities of our Company that they own or over which they have
     voting control so that the directors constituting our board of directors
     will consist of:

     o    our chief executive officer, Francis J. Alfano;

     o    two directors selected by Pequot and its assignees, for so long as
          Pequot owns at least 25% of the Series A Preferred Stock and/or shares
          of our common stock issued upon conversion of such Series A Preferred
          Stock;

     o    one director selected by Constellation;


                                       27
<PAGE>


     o    Mr. Rothman;

     o    three "independent" directors (within the meaning of independent as
          set forth in the Marketplace Rules of The Nasdaq Stock Market or the
          regulations of the stock exchange upon which our common stock is
          listed), who will be selected by our corporate governance and
          nominating committee;

     o    two "independent" directors (as such term is defined above) to be
          selected by the chief executive officer and reasonably acceptable to
          our corporate governance and nominating committee.

     The voting obligations of Pequot, Constellation and Mr. Rothman under the
     shareholders' agreement, as amended and restated, are subject to the
     following limitations:

     o    the Investors shall be obligated to vote their shares to elect Mr.
          Rothman to our board of directors only as follows: (a) for the period
          from December 21, 2004 to May 21, 2007, provided that he has not
          terminated his employment, other than for "good reason," nor been
          terminated for "cause";

     o    if Pequot owns at least 25% of the Series A Preferred Stock and/or
          shares of our common stock issued upon conversion of such Series A
          Preferred Stock, Mr. Rothman is only obligated to vote for two Pequot
          designees; and, if Pequot owns less than 25% of such stock, Mr.
          Rothman is only obligated to vote for one Pequot designee;

     o    Mr. Rothman shall not be obligated to vote his shares (x) (a) to elect
          directors selected by Pequot and/or Constellation, as applicable, if
          (i) Pequot owns less than 10% of the shares of Series A Preferred
          Stock issued to such Pequot shareholders and all shares of our common
          stock issued or issuable on conversion of the Series A Preferred Stock
          owned by such Pequot shareholders, (ii) the Constellation shareholders
          own less than 10% of the shares of Series A-3 Preferred Stock issued
          to such Constellation shareholders and all shares of our common stock
          issued or issuable on conversion of the Series A-3 Preferred Stock
          owned by such Constellation shareholders, and (iii) and any other
          shareholders that are introduced to us by Pequot own less than 10% of
          the securities originally acquired by such shareholders or (y) if Mr.
          Rothman individually owns less than 10% of the securities owned by
          such shareholder on the date of the issuance and sale of the Series
          A-3 Preferred Stock;

     o    that one of the five independent directors will be the "financial
          expert" required to be a member of our audit committee in accordance
          with the Sarbanes-Oxley Act; and

     o    to the extent necessary to comply with applicable laws, regulations
          and listing standards, that directors selected by the Investors will
          qualify as independent directors.

     The shareholders' agreement also limits the number of shares of our common
     stock that each of Messrs. Pavony and Rothman can dispose of during
     specified periods and grants Pequot and Constellation rights of first
     refusal and co-sale rights with respect to any shares of our common stock
     that each of Messrs. Pavony and Rothman may desire to dispose of during
     specified periods.

     To the greatest extent permitted by applicable law and stock exchange
     rules, at least one of the directors designated by Pequot will be entitled
     to be a member of any committee formed by the board of directors, including
     our audit, compensation, nominating and corporate governance committees.

     In addition, the directors designated by each of the Investors shall be
     entitled to have one representative attend our board meetings and any of
     our committee meetings as a non-voting observer, provided, that each such
     non-voting observer, at our request, shall execute a confidentiality
     agreement with us prior to his first attendance of any such meeting.

     Immediately following the issuance and sale of the Series A-3 Preferred
     Stock, our board of directors was constituted in accordance with the
     amended and restated shareholders' agreement, consisting of Francis J.
     Alfano, as our chief executive; Messrs. Pavony and Rothman; our independent
     directors, William Learner, Alvin Nashman and Arnold Wasserman; the two
     directors designated by Pequot, Gerald A. Poch, a managing director of
     Pequot Capital Management, Inc., a managing general partner of Pequot Fund
     and a managing general partner of Pequot Partners, and Richard R.
     Heitzmann, a senior vice president of Pequot Capital Management, Inc., and
     one director designated by Constellation, Clifford Friedman, senior


                                       28
<PAGE>


     managing director of Constellation. Mr. Pavony has resigned from our board
     of directors and his resignation will become effective on March 31, 2005.
     Mr. Alfano has yet to name the two independent directors he is entitled to
     designate for election to our board, subject to acceptance by the Investors
     and our corporate governance and nominating committee.

     We have agreed, pursuant to our December 10, 2004 Registration Rights
     Agreement with the selling securityholders, to register under the
     Securities Act all of the shares of our common stock issuable upon
     conversion of the Series A Preferred Stock, and upon exercise of the
     warrants, that the Investors have acquired and have a right to acquire
     under the Pequot Purchase Agreement and the Pequot/Constellation Purchase
     Agreement. The shares of our common stock underlying the Series A-3
     Preferred Stock and warrants that the Investors acquired from us on
     December 7, 2004 are being offered for sale pursuant to this prospectus.

(2)  Beneficial owner means any person who, directly or indirectly, through any
     contract arrangement, understanding, relationship or otherwise has or
     shares: (i) voting power, which includes the power to vote, or to direct
     the voting of, shares of our common stock; and/or (ii) investment power,
     which includes the power to dispose, or to direct the disposition of,
     shares of our common stock. A person is also deemed to be a beneficial
     owner of a security if that person has the right to acquire beneficial
     ownership of such security at any time within 60 days from the date of this
     reoffer prospectus.

(3)  Includes options previously granted to purchase shares of our common stock
     under the Plans, whether or not exercisable as of, or within 60 days of,
     the date of this reoffer prospectus; restricted stock units, whether or not
     restricted, as of, or within 60 days of, the date of this reoffer
     prospectus.

(4)  Mr. Rothman has served as our executive vice president since May 2004. He
     served as chairman of our board of directors from September 2002 to May
     2004. From May 1986 to August 2002, he served as our president. Mr. Rothman
     served as our chief executive officer from September 1996 to August 2002
     and as our co-chief executive officer from May 1986 to August 1996.

(5)  Includes shares of common stock that may purchased upon exercise of
     currently exercisable options granted pursuant to the 1993 Stock Option
     Plan, 1996 Stock Option Plan and the 1998 Stock Option Plan, as follows:
     Mr. Rothman, 65,200 shares; Mr Pavony, 65,200; Mr. Wasserman, 35,500; Mr.
     Lerner, 40,500; Mr. Nashman, 35,500.

(6)  Does not include 1,125 shares of our common stock held by Mr. Rothman's
     spouse.

(7)  Mr. Pavony has served as our executive vice president since December 2004.
     He served as our president from September 2002 to December 2004, as our
     chief operating officer from May through September 2004 and as our chief
     executive officer from September 2002 to May 2004. From September 1986 to
     August 2002, he served as chairman of our board of directors. From May 1986
     to August 1986, Mr. Pavony served as our co-chief executive officer and
     vice president.
</FN>
</TABLE>

Any selling securityholder may from time to time sell under this prospectus any
or all of the shares of common stock owned by it. Because the selling
securityholder is not obligated to sell any or all of the shares of common
stock, we cannot estimate the number of shares of common stock that the selling
securityholder will beneficially own after this offering. Also, this prospectus
does not include shares that may be acquired upon exercise of options that we
may grant under the Plans or our other various stock incentive plans in the
future. The shares issuable upon exercise of options granted under the Plans in
the future may subsequently be sold pursuant to this prospectus, as supplemented
to reflect the offering of such underlying shares for resale.


                                       29
<PAGE>


                              PLAN OF DISTRIBUTION

The shares of our common stock being offered for sale pursuant to this
prospectus may be sold by underwriters or agents, the selling securityholders or
by pledgees, donees, transferees or other successors in interest of the selling
securityholders for their respective own accounts or through block trades.

We will receive none of the proceeds from such shares, other than proceeds, if
any, from the exercise of the options. The selling securityholders will pay or
assume brokerage commissions or other charges and expenses incurred in the sale
of the shares.

The distribution of the shares by the selling securityholders is not subject to
any underwriting agreement. The shares offered by the selling securityholders
may be sold from time to time at market prices prevailing at the time of sale,
at prices relating to such prevailing market prices or at negotiated prices. In
addition, the selling securityholders may sell their shares covered by this
prospectus through customary brokerage channels, either through broker-dealers
acting as agents or brokers, or through broker-dealers acting as principals, who
may then resell the shares, or at private sale or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.

The selling securityholders may from time to time pledge or grant a security
interest in some or all of the shares of our common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or
secured parties may offer and sell the shares from time to time under this
prospectus after we have filed an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list
of selling securityholders to include the pledgees, transferees or other
successors in interest as selling securityholders under this prospectus.

The selling securityholders also may transfer the shares of our common stock in
other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this
prospectus and may sell the shares stock from time to time under this prospectus
after we have filed an amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act amending the list of selling
securityholders to include the transferees, pledgees or other successors in
interest as selling securityholders under this prospectus.

The selling securityholders may effect such transactions by selling the shares
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions, commissions, or fees from
the selling securityholders and/or purchasers of the shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions).

The selling securityholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
these transactions, broker-dealers may engage in short sales of the shares in
the course of hedging the positions they assume with selling securityholders.
The selling securityholders may also sell shares short and redeliver the shares
to close out such short positions. The selling securityholders may enter into
options or other transactions with broker-dealers that require the delivery to
the broker-dealer of the shares. The broker-dealer may then resell or otherwise


                                       30
<PAGE>


transfer such shares pursuant to this prospectus. The selling securityholders
also may loan or pledge the shares to a broker-dealer. The broker-dealer may
sell the shares so loaned, or upon default, the broker-dealer may sell the
pledged shares pursuant to this prospectus.

Any broker-dealer that participates with the selling securityholders in the
distribution of the shares being offered pursuant to this prospectus may be
deemed to be underwriters and any commissions received by them and any profit on
the resale of shares positioned by them might be deemed to be underwriting
discounts and commissions within the meaning of the Securities Act, in
connection with such sales.

Any shares covered by this prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.

We have agreed to indemnify the selling securityholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities Act.
To our knowledge, none of the selling securityholders has entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares of our common stock, nor is
there an underwriter or coordinating broker acting in connection with a proposed
sale of shares by any of the selling securityholders. If we are notified by any
selling securityholder that any material arrangement has been entered into with
a broker-dealer for the sale of shares offered pursuant to this prospectus, we
will, if required, file a supplement to this prospectus. If the selling
securityholders use this prospectus for any sale of the shares, they will be
subject to the prospectus delivery requirements of the Securities Act.

Each selling securityholder will be subject to applicable provisions of the
Exchange Act and the associated rules and regulations under the Exchange Act,
including Regulation M, which provisions may limit the timing of purchases and
sales of shares of our common stock by the selling securityholders.

In order to comply with the securities laws of various states, the common stock
will not be sold in a particular state unless the shares have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and complied with.

                                  LEGAL MATTERS

The validity of our common stock being offered pursuant to this prospectus will
be passed upon for us by Thelen Reid & Priest LLP.

                                     EXPERTS

Our consolidated financial statements appearing in our Annual Report on Form
10-K for the year ended March 31, 2004, have been incorporated by reference into
this prospectus and in the registration statement to which this prospectus forms
a part in reliance upon the reports of Goldstein Golub Kessler LLP, an
independent registered public accounting firm, given upon the authority of said
firm as experts in accounting and auditing.


                                       31
<PAGE>


The consolidated financial statements for Vector Global Services, Inc., as of
and for the nine months ended September 30, 2004, appearing in our Current
Report on Form 8-K filed on December 13, 2004, and incorporated by reference
into this prospectus and registration statement, have been audited by UHY LLP,
an independent registered public accounting firm, as set forth in their report
thereon included therein and incorporated herein by reference, in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.

The consolidated financial statements of Vector Global Services, Inc. at
December 31, 2003 and 2002, and for each of the two years in the period ended
December 31, 2003, appearing in our Current Report on Form 8-K filed on December
13, 2004, and incorporated by reference into this prospectus and registration
statement, have been audited by Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon included therein and
incorporated herein by reference, in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

The audited financial statements for Network Catalyst, Inc. appearing in our
Current Report on Form 8-K filed on October 13, 2004 for the year ended December
31, 2003 and the six months ended June 30, 2004 have been incorporated by
reference into this prospectus and in the registration statement to which this
prospectus forms a part in reliance upon the reports of Squar, Milner, Reehl &
Williamson LLP, an independent registered public accounting firm, given upon the
authority of said firms as experts in accounting and auditing.

                          WHERE TO GET MORE INFORMATION

REGISTRATION STATEMENT

We have filed with the Securities and Exchange Commission a registration
statement on Form S-8 under the Securities Act with respect to our common stock
offered in this prospectus. This prospectus does not contain all of the
information set forth in the registration statement and the exhibits and
schedules to the registration statement. For further information with respect to
us and our common stock, we refer you to the registration statement and its
exhibits and schedules. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete and, in
each instance, reference is made to the copy of that contract or document filed
as an exhibit to the registration statement, each of these statements being
qualified in all respects by that reference. The registration statement,
including exhibits to the registration statement, may be inspected and copied at
the public reference facilities maintained by the SEC at its Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. You
should call 1-800-SEC-0330, for more information on the public reference room.
The SEC also maintains a world wide website at "http://www.sec.gov" that
contains reports, proxy and information statements and other information
regarding registrants, including us, which file electronically with the SEC. The
registration statement, including all exhibits and amendments to the
registration statement, is available on that website.


                                       32
<PAGE>


OTHER INFORMATION

Government Filings

We are subject to the information reporting requirements of the Securities
Exchange Act of 1934, as amended. As such, we file annual, quarterly and special
reports, proxy statements and other documents with the SEC. These reports, proxy
statements and other documents may be inspected and copied at the public
reference facilities maintained by the SEC at its Public Reference Room at 450
Fifth Street, NW, Washington, D.C. 20549. You may also obtain copies of such
material by mail from the public reference facilities of the SEC's Washington,
D.C. offices, at prescribed rates. Please call the SEC, at 1-800-SEC-0330, for
further information on its public reference facilities. In addition, the SEC
maintains a world wide website that contains reports, proxy and information
statements and other information regarding registrants, including us, that file
electronically with the SEC at the address "http://www.sec.gov." Information
contained on the SEC website is not part of this prospectus.

Nasdaq

Our common stock is listed on The Nasdaq SmallCap Market. Material filed by us
can also be inspected and copied at the offices of Nasdaq at 1735 K Street,
N.W., Washington, D.C. 20006.

MTM Technologies, Inc.

Most of our SEC filings also are available at our website at
"http://www.mtm.com." Information contained on our website is not part of this
prospectus. We will provide you without charge, upon your oral or written
request, with a copy of any or all reports, proxy statements and other documents
we file with the SEC, as well as any or all of the documents incorporated by
reference in this prospectus or the registration statement (other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents). Requests for such copies should be directed to:

                          Investor Relations Department
                             MTM Technologies, Inc.
                                850 Canal Street
                           Stamford, Connecticut 06902
                        Telephone number: (203) 975-3700

                      INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" in this prospectus certain
information we file with the SEC, which means that:

     o    incorporated documents are considered part of this prospectus;

     o    we can disclose important information to you by referring you to those
          documents; and

     o    certain information that we file after the date of this prospectus
          with the SEC will automatically update and supersede information
          contained in this prospectus and the registration statement.


                                       33
<PAGE>


We incorporate by reference the documents listed below and those filings we may
make with the SEC after the date of the initial registration statement and prior
to the effectiveness of such registration statement. We also incorporate by
reference any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act until this offering has been completed:

     o    our Annual Report on Form 10-K, for the fiscal year ended March 31,
          2004, filed with the SEC on June 29, 2004;

     o    our Current Report on Form 8-K (Date of Report: May 21, 2004), filed
          with the SEC on June 7, 2004;

     o    our Current Report on Form 8-K (Date of Report: June 18, 2004), filed
          with the SEC on June 22, 2004;

     o    our Quarterly Report on Form 10-Q for the fiscal quarter ended June
          30, 2004, filed with the SEC on August 13, 2004;

     o    our Current Report on Form 8-K (Date of Report: August 5, 2004), filed
          with the SEC on August 13, 2004;

     o    our Current Report on Form 8-K (Date of Report: September 16, 2004),
          filed with the SEC on September 22, 2004, as amended on Form 8-K/A,
          filed with the SEC on October 13, 2004;

     o    our Current Report on Form 8-K (Date of Report: October 7, 2004),
          filed with the SEC on October 7, 2004; as amended on Form 8-K/A, filed
          with the SEC on November 5, 2004;

     o    our Quarterly Report on Form 10-Q for the fiscal quarter ended
          September 30, 2004, filed with the SEC on November 15, 2004;

     o    our Current Report on Form 8-K (Date of Report: November 19, 2004),
          filed with the SEC on November 26, 2004;

     o    our Current Report on Form 8-K (Date of Report: December 1, 2004),
          filed with the SEC on December 2, 2004;

     o    our Current Report on Form 8-K (Date of Report: December 7, 2004),
          filed with the SEC on December 13, 2004, as amended on Form 8-K/A,
          filed with the SEC on February 17, 2005;

     o    our Current Report on Form 8-K (Date of Report: December 21, 2004),
          filed with the SEC on December 23, 2004;

     o    our Current Report on Form 8-K (Date of Report: January 3, 2005),
          filed with the SEC on January 6, 2005;

     o    our Current Report on Form 8-K (Date of Report: January 26, 2005),
          filed with the SEC on February 1, 2005;

     o    our Quarterly Report on Form 10-Q, for the fiscal quarter ended
          December 31, 2004, filed with the SEC on February 14, 2005; and


                                       34
<PAGE>


     o    the description of our common stock contained in the Registration
          Statement on Form 8-A we filed with the SEC in October 1993, including
          any amendment(s) or report(s) filed for the purpose of updating such
          description.

         SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.


                                       35
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

We incorporate by reference the documents listed below and those filings we may
make with the SEC after the date of the initial registration statement and prior
to the effectiveness of such registration statement. We also incorporate by
reference any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act until this offering has been completed:

     o    our Annual Report on Form 10-K, for the fiscal year ended March 31,
          2004, filed with the SEC on June 29, 2004;

     o    our Current Report on Form 8-K (Date of Report: May 21, 2004), filed
          with the SEC on June 7, 2004;

     o    our Current Report on Form 8-K (Date of Report: June 18, 2004), filed
          with the SEC on June 22, 2004;

     o    our Quarterly Report on Form 10-Q for the fiscal quarter ended June
          30, 2004, filed with the SEC on August 13, 2004;

     o    our Current Report on Form 8-K (Date of Report: August 5, 2004), filed
          with the SEC on August 13, 2004;

     o    our Current Report on Form 8-K (Date of Report: September 16, 2004),
          filed with the SEC on September 22, 2004, as amended on Form 8-K/A,
          filed with the SEC on October 13, 2004;

     o    our Current Report on Form 8-K (Date of Report: October 7, 2004),
          filed with the SEC on October 7, 2004; as amended on Form 8-K/A, filed
          with the SEC on November 5, 2004;

     o    our Quarterly Report on Form 10-Q for the fiscal quarter ended
          September 30, 2004, filed with the SEC on November 15, 2004;

     o    our Current Report on Form 8-K (Date of Report: November 19, 2004),
          filed with the SEC on November 26, 2004;

     o    our Current Report on Form 8-K (Date of Report: December 1, 2004),
          filed with the SEC on December 2, 2004;

     o    our Current Report on Form 8-K (Date of Report: December 7, 2004),
          filed with the SEC on December 13, 2004, as amended on Form 8-K/A,
          filed with the SEC on February 17, 2005;

     o    our Current Report on Form 8-K (Date of Report: December 21, 2004),
          filed with the SEC on December 23, 2004;


                                      II-1
<PAGE>


     o    our Current Report on Form 8-K (Date of Report: January 3, 2005),
          filed with the SEC on January 6, 2005;

     o    our Current Report on Form 8-K (Date of Report: January 26, 2005),
          filed with the SEC on February 1, 2005;

     o    our Quarterly Report on Form 10-Q, for the fiscal quarter ended
          December 31, 2004, filed with the SEC on February 14, 2005; and

     o    the description of our common stock contained in the Registration
          Statement on Form 8-A we filed with the SEC in October 1993, including
          any amendment(s) or report(s) filed for the purpose of updating such
          description.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The Company incorporates by reference the disclosures contained in the section
"Legal Matters" of the prospectus forming a part of this registration for
information concerning the interest of the Company's counsel in the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the provisions of the certificate of incorporation and by-laws of the
Company, as amended to the date of this registration statement, each person who
is or was a director or officer of the Company shall be indemnified by the
Company to the full extent permitted or authorized by the Business Corporation
Law of the State of New York. Under such law, to the extent that such person is
successful on the merits of defense of a suit or proceeding brought against such
person by reason of the fact that such person is a director or officer of the
Company, such person shall be indemnified against expenses (including attorneys'
fees) reasonably incurred in connection with such action. If unsuccessful in
defense of a third-party civil suit or a criminal suit is settled, such a person
shall be indemnified under such law against both (a) expenses (including
attorneys' fees) and (b) judgments, fines and amounts paid in settlement if such
person acted in good faith and in a manner such person reasonably believed to be
in, or not opposed to, the best interests of the Company, and with respect to
any criminal action, had no reasonable cause to believe such person's conduct
was unlawful. If unsuccessful in defense of a suit brought by or in the right of
the Company, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Company.

The officers and directors of the Company are covered by officers' and
directors' liability insurance. The policy coverage is $10 million, which
includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $150,000.


                                      II-2
<PAGE>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

Number   Description
------   -----------
 10.1    MTM Technologies, Inc. 2004 Equity Incentive Plan.*
 10.2    Micros-to-Mainframes, Inc. 2002 Long-Term Incentive Plan.
 10.3    Micros-to-Mainframes, Inc. 2000 Long-Term Incentive Plan.*
  5.1    Opinion and consent of Thelen Reid & Priest LLP.
 23.1    Consent of Goldstein Golub Kessler LLP.
 23.2    Consent of Ernst & Young LLP.
 23.3    Consent of UHY LLP.
 23.4    Consent of Squar, Milner, Reehl & Williamson LLP.
 23.5    Consent of Thelen Reid & Priest LLP [Included in legal opinion
         filed as exhibit 5.1]
 24.1    Power of Attorney.

_________________
*   Incorporated by reference. See Exhibit Index.

ITEM 9.

Undertakings.

(a)  The undersigned Company 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:

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

          (ii) reflect in the prospectus any facts or events arising after the
     effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     registration statement; notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement; and

          (iii) include any material information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this registration statement;

provided, however, that paragraphs (a)(i)(A) and (a)(i)(B) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the


                                       II-3
<PAGE>


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.

(b) The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company'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 the 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange 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 expenses
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 in connection with the securities being
registered, the Company 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.


                                       II-4
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
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 Stamford, State of Connecticut, on March 4, 2005.

                                           MTM Technologies, Inc.

                                           By: /s/ Francis J. Alfano
                                               --------------------------------
                                               Francis J. Alfano,
                                               Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.

/s/ Gerald A. Poch*        Chairman of the Board of            March 4, 2005
-----------------------    Directors
     Gerald A. Poch

/s/ Francis J. Alfano*     Chief Executive Officer             March 4, 2005
-----------------------    (Principal Executive Officer)
   Francis J. Alfano       and Director

/s/ Alan Schwartz*         Senior Vice President and           March 4, 2005
-----------------------    Chief Financial Officer
     Alan Schwartz         (Principal Financial and
                           Accounting Officer)

/s/ Howard A. Pavony*      Executive Vice President            March 4, 2005
-----------------------    and Director
    Howard A. Pavony

/s/ Steven H. Rothman*     Executive Vice President            March 4, 2005
-----------------------    and Director
   Steven H. Rothman

                           Director                            March __, 2005
-----------------------
   Clifford Friedman

/s/ Richard R. Heitzmann*  Director                            March 4, 2005
-----------------------
  Richard R. Heitzmann

                           Director                            March __, 2005
-----------------------
     William Lerner

/s/ Alvin E. Nashman*      Director                            March 4, 2005
-----------------------
    Alvin E. Nashman

                           Director                            March __, 2005
-----------------------
  Arnold J. Wasserman

________

*By Francis J. Alfano, Attorney-in-Fact.


                                      II-5
<PAGE>


MTM TECHNOLOGIES, INC.

REGISTRATION STATEMENT ON FORM S-8

EXHIBIT INDEX

    Exhibit
    Number     Description
    ------     -----------
     10.1      MTM Technologies, Inc. 2004 Equity Incentive Plan. [Incorporated
               by reference to Appendix L to the proxy statement contained as
               part of the Company's definitive Schedule 14A, filed with the SEC
               on April 15, 2004.]
     10.2      Micros-to-Mainframes, Inc. 2002 Long-Term Incentive Plan.
     10.3      Micros-to-Mainframes, Inc. 2000 Long-Term Incentive Plan.
               [Incorporated by reference to exhibit 99.B1 to the Company's
               definitive Schedule 14A, filed with the SEC on September 25,
               2000.]
     5.1       Opinion and consent of Thelen Reid & Priest LLP
     23.1      Consent of Goldstein Golub Kessler LLP.
     23.2      Consent of Ernst & Young LLP
     23.3      Consent of UHY LLP
     23.4      Consent of Squar, Milner, Reehl & Williamson LLP
     23.5      Consent of Thelen Reid & Priest LLP [Included in legal opinion
               filed as exhibit 5.1]
     24.1      Power of Attorney.


                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "d642672.txt", "description": "FORM S-8", "secsgml_size_bytes": 127872}]
{"company-data": {"conformed-name": "MTM Technologies, Inc.", "cik": "0000906282", "assigned-sic": "5045", "irs-number": "133354896", "state-of-incorporation": "NY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123147", "film-number": "05661759"}, "business-address": {"street1": "850 CANAL STREET", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "2039753700"}, "mail-address": {"street1": "850 CANAL STREET", "city": "STAMFORD", "state": "CT", "zip": "06902"}, "former-company": {"former-conformed-name": "MICROS TO MAINFRAMES INC", "date-changed": "19930527"}}
As filed with the Securities and Exchange Commission on March 4, 2005
                                         Registration No. 333-__________________

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             MTM TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           NEW YORK                                      13-3354896
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

850 CANAL STREET, STAMFORD, CONNECTICUT                    06902
(Address of Principal Executive Offices)                 (Zip Code)

                           2004 EQUITY INCENTIVE PLAN
                         2002 LONG-TERM PERFORMANCE PLAN
                         2000 LONG-TERM PERFORMANCE PLAN
                            (Full title of the plan)

                   FRANCIS J. ALFANO, CHIEF EXECUTIVE OFFICER
                             MTM TECHNOLOGIES, INC.
                  850 CANAL STREET, STAMFORD, CONNECTICUT 06902
                         (Name and of agent for service)

                                 (203) 975-3700
          (Telephone number, including area code, of agent for service)

             Copies of all communications, including communications
                  to agent for service, should also be sent to:

       E. ANN GILL, ESQ.                 JOHN F. KOHLER, ESQ., GENERAL COUNSEL
   THELEN REID & PRIEST LLP                      MTM TECHNOLOGIES, INC.
       875 THIRD AVENUE                             850 CANAL STREET
   NEW YORK, NEW YORK 10022                   STAMFORD, CONNECTICUT 06902

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------
                                                                     Proposed
                                                Proposed maximum      maximum
  Title of securities           Amount to be     offering price      aggregate         Amount of
   to be registered              registered         per share      offering price   registration fee
----------------------------------------------------------------------------------------------------
Stock Options                  3,000,000(1)            -                 -                (2)
----------------------------------------------------------------------------------------------------
Common stock, par value        1,979,000(3)(4)      $3.26(5)       $6,258,195.00        $736.59
$.001 per share                1,021,000(6)         $3.79(7)       $3,869,590.00        $455.45
----------------------------------------------------------------------------------------------------
Stock Options                    250,000(8)            -                 -                (2)
----------------------------------------------------------------------------------------------------
Common stock, par value           92,500(9)         $1.43(5)         $132,182.50         $15.56
$.001 per share                  157,500(10)        $3.79(7)         $596,925.00         $70.26
----------------------------------------------------------------------------------------------------
Stock Options                    350,000(11)           -                 -                (2)
----------------------------------------------------------------------------------------------------
Common stock, par value          332,100(12)        $1.49(5)          $495,935           $58.37
$.001 per share                   17,900(13)        $3.79(7)           $67,841            $7.98
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Total                                                                                 $1,344.21
----------------------------------------------------------------------------------------------------
(1)  Represents options granted or to be granted pursuant to the 2004 Equity
     Incentive Plan.
(2)  No registration fee is required pursuant to Rule 457(h)(2).
(3)  Shares issuable upon exercise of options previously granted pursuant to the
     2004 LT Performance Plan.
(4)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act") this registration statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the employee benefit
     plans described herein.
(5)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rules 457(h)(1) based upon the average exercise price.
(6)  Shares issuable upon exercise of options available for grant under the 2004
     LT Performance Plan.
(7)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rules 457(h)(1)and 457(c) promulgated under the Securities Act, based
     upon the last sale price for the Company's common stock on February 25,
     2005, as reported by The Nasdaq Stock Market.
(8)  Represents options granted or to be granted pursuant to the 2002 LT
     Performance Plan.
(9)  Shares issuable upon exercise of options previously granted pursuant to the
     2002 LT Performance Plan.
(10) Shares issuable upon exercise of options available for grant pursuant to
     the 2002 LT Performance Plan.
(11) Represents options granted or to be granted pursuant to the 2000 LT
     Performance Plan.
(12) Shares issuable upon exercise of options previously granted pursuant to the
     2000 LT Performance Plan.
(13) Shares issuable upon exercise of options previously granted pursuant to the
     2000 LT Performance Plan.
EXPLANATORY NOTE

This registration statement contains two parts. The first part contains a
reoffer prospectus prepared in accordance with Part I of Form S-3 (in accordance
with Instruction C of the General Instructions to Form S-8) which covers
reoffers and resales of shares of common stock issued pursuant to the Plans (as
defined below). Pursuant to Instruction C of Form S-8, the reoffer prospectus
may be used for reoffers or resales of shares of common stock which may be
deemed to be "control securities" under the Securities Act and the rules and
regulations promulgated thereunder that have been acquired by the selling
shareholders identified in the reoffer prospectus. The number of shares of
common stock included in the reoffer prospectus represents the total number of
shares of common stock that may be acquired by the selling shareholders upon
vesting of awards previously granted under the Plans and does not necessarily
represent a present intention to sell all such shares of common stock. The
second part contains information required in the registration statement under
Part II of Form S-8.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified by Part I of Form S-8 are not
being filed with the Securities and Exchange Commission as permitted by the Note
in Part I of Form S-8. This information has been or will be sent or given to
participants of the Plans as specified by Rule 428(b)(1) under the Securities
Act. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                       ii
REOFFER PROSPECTUS

                                1,163,000 SHARES
                             MTM TECHNOLOGIES, INC.
                                  COMMON STOCK

This prospectus relates to up to an aggregate of 1,163,000 shares of our common
stock that may be issued to certain of our officers, directors and affiliates
upon vesting of options or other awards previously granted under the Plans (as
defined below), and, thereafter, reoffered and resold by such officers,
directors and affiliates pursuant to this prospectus. These officers, directors
and affiliates are referred to as the "selling securityholders" in this
prospectus. The shares may be reoffered and resold from time to time by selling
securityholders, and any pledgees, donees, transferees or other
successors-in-interest of the shares, through public or private transactions at
prevailing market prices, prices related to prevailing market prices or at
privately negotiated prices. Information regarding the identities of the selling
securityholders, the manner in which they acquired or will acquire their shares
and the manner in which the shares are being offered and sold is provided in the
"Selling Securityholders" and "Plan of Distribution" sections of this
prospectus.

We will not receive any of the proceeds from the sale of the shares being
offered pursuant to this prospectus. We will, however, receive the proceeds, if
any, from any original issuances of the shares, whether from the exercise of
options granted pursuant to the Plans or from the purchase price, if any, from
the issuance of restricted stock or other awards under the Plans. We have agreed
to bear all of the expenses in connection with the registration and sale of the
shares, except for sales commissions.

Our common stock currently is traded on The Nasdaq SmallCap Market under the
symbol "MTMC." On March 3, 2005, the closing sale price of our common stock,
as reported by Nasdaq, was $3.90 per share. You are urged to obtain current
market quotations for our common stock before purchasing any of the shares being
offered for sale pursuant to this prospectus.

INVESTMENT IN THE SHARES BEING OFFERED PURSUANT TO THIS PROSPECTUS INVOLVE A
HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE INFORMATION SET
FORTH IN THE SECTION OF THIS PROSPECTUS ENTITLED "RISK FACTORS," COMMENCING ON
PAGE 9, WHEN DETERMINING WHETHER TO PURCHASE ANY OF THESE SHARES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                  The date of this prospectus is ________, 2005

                                       1
TABLE OF CONTENTS

                                                                           Page
                                                                          Number
                                                                          ------
INTRODUCTORY COMMENT..........................................................2
FORWARD-LOOKING STATEMENTS....................................................4
   THE COMPANY................................................................5
   Recent Developments........................................................7
   Our Offices and Website....................................................8
   Nasdaq SmallCap Market Symbol..............................................8
RISK FACTORS..................................................................9
   Risks Relating to Our Business.............................................9
   Risks Involving Our Common Stock and Corporate Governance.................22
USE OF PROCEEDS..............................................................25
DIVIDEND POLICY..............................................................25
SELLING SECURITYHOLDERS......................................................25
PLAN OF DISTRIBUTION.........................................................29
LEGAL MATTERS................................................................31
EXPERTS......................................................................31
WHERE TO GET MORE INFORMATION................................................32
   Registration Statement....................................................32
   Other Information.........................................................32
INFORMATION INCORPORATED BY REFERENCE........................................33
SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES...............35

                            _________________________

You should rely only on the information contained in this prospectus or to that
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this prospectus is accurate only as
of the date of this prospectus.

                              INTRODUCTORY COMMENT

Throughout this prospectus, the terms "we," "us," "our," "our Company" and "the
Company" refer to MTM Technologies, Inc., and, unless the context indicates
otherwise, our subsidiaries on a consolidated basis.

"2004 plan" refers to our 2004 Equity Incentive Plan; "2002 plan" refers to our
2002 Long-Term Performance Plan; "2000 plan" refers to our 2000 Long-Term
Performance Plan; and the "Plans" refers to our 2004 plan, 2002 plan and 2000
plan collectively.

"Pequot Fund" refers to Pequot Private Equity Fund III, L.P., "Pequot Partners"
refers to Pequot Offshore Private Equity Partners III, L.P., and collectively
with Pequot Fund, "Pequot."

                                       2
"Constellation Venture" refers to Constellation Venture Capital II, L.P.,
"Constellation Offshore" refers to Constellation Venture Capital Offshore II,
L.P., "BSC" refers to The BSC Employee Fund VI, L.P., "CVC" refers to CVC
Partners II, LLC, and collectively with Constellation Venture, Constellation
Offshore and BSC, "Constellation," and together with Pequot, the "Investors."

                                       3
FORWARD-LOOKING STATEMENTS

Statements contained in this prospectus, and the documents incorporated by
reference into this prospectus, include "forward-looking statements" within the
meaning of such term in Section 27 A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements involve known
and unknown risks, uncertainties and other factors which could cause actual
financial or operating results, performances or achievements expressed or
implied by such forward-looking statements not to occur or be realized.
Forward-looking statements made in this prospectus, and the documents
incorporated by reference into this prospectus, generally are based on our best
estimates of future results, performances or achievements, predicated upon
current conditions and the most recent results of the companies involved and
their respective industries. Forward-looking statements may be identified by the
use of forward-looking terminology such as "may," "will," "could," "should,"
"project," "expect," "believe," "estimate," "anticipate," "intend," "continue,"
"potential," "opportunity" or similar terms, variations of those terms or the
negative of those terms or other variations of those terms or comparable words
or expressions. Potential risks and uncertainties include, among other things,
such factors as:

     o    the market acceptance, revenues and profitability of our current and
          future products and services;

     o    our ability to acquire additional companies and ability to
          successfully integrate such acquirees, if any, into our operations;

     o    general economic conditions in the United States and elsewhere, as
          well as the economic conditions affecting the industries in which we
          operate;

     o    the competitive environments within the industries in which we
          operate;

     o    our ability to raise additional capital, if and as needed;

     o    the cost-effectiveness of our product and service development
          activities;

     o    the extent that our sales network and marketing programs achieve
          satisfactory response rates;

     o    political and regulatory matters affecting the industries in which we
          operate; and

     o    the other risks detailed in this prospectus, including those set forth
          in the section entitled "Risk Factors," and the documents incorporated
          by reference into this prospectus, and, from time to time, in our
          other filings with the Securities and Exchange Commission.

Readers are urged to carefully review and consider the various disclosures made
by us in this prospectus, and the documents incorporated by reference into this
prospectus, and our other filings with the SEC. These reports attempt to advise
interested parties of the risks and factors that may affect our business,
financial condition and results of operations and prospects. The forward-looking
statements made in this prospectus speak only as of the date hereof and we
disclaim any obligation to provide updates, revisions or amendments to any
forward-looking statements to reflect changes in our expectations or future
events.

                                       4
THE COMPANY

We are a leading computer and communications technology management company
providing information technology, or "IT," computer and networking and data
center services, including connectivity, storage, security, collaboration,
messaging and voice over internet protocol (VOIP) solutions. We serve as a
single source provider of advanced technology solutions to divisions of large
corporations, mid-size companies, municipalities and educational institutions.
We provide our clients with a suite of outsourced IT professional services
including network connectivity consulting, remote network monitoring and
management, network and system diagnostics, technology systems implementation
and project management, facilities and data center design and implementation
management, product maintenance and support, training and product procurement
solutions. We also provide total solutions to our clients by delivering complete
technology life-cycle services which include systems design, installation,
consulting, maintenance and integration of network and computer products,
including the design and implementation of wide area networks, or "WANs," local
area networks, or "LANs," wireless network solutions and computer hardware and
software products. We provide our remote network solutions by utilizing our
proprietary solution which we market as "Pivot Technology."

There is a rapidly growing trend among companies to outsource their computer
services requirements. This entails client companies obtaining all or a portion
of their data processing and related requirements from solution providers, such
as us, that specialize in the technology service, product or application
required by these client companies. Our strategy is to offer these companies
selective outsourced infrastructure solutions at competitive prices. We are
focusing our efforts on developing our higher margin recurring service
offerings, while maintaining control over our expenses and improving our balance
sheet. These services include our outsourced support services; contract
programming; voice over internet protocol (VOIP) solutions; network consulting;
network management and monitoring; security solutions; collaboration solutions
focused primarily on Microsoft Exchange; data storage (including disaster
recovery and data back-up) and IT staff leasing.

Since 1991, we have evolved to become a provider of IT professional services and
IT managed solutions. We are focusing our current marketing efforts in
accelerating growth in such areas. Services accounted for approximately 20% of
our total revenues for our fiscal quarter ended December 31, 2004, as compared
to 28% in the comparable 2003 period, with a small portion of these revenues
derived from maintenance and repair services.

On May 20, 2004, our shareholders approved an investment of up to $25,000,000 by
Pequot under the terms of a purchase agreement, dated January 29, 2004 (the
"Pequot Purchase Agreement"). The investment was to be made through Pequot's
purchase from us of shares of our Series A Preferred Stock and warrants to
purchase shares of our common stock in three tranches. Pequot completed its
initial $7,000,000 investment in our Company on May 21, 2004, through the
purchase of 3,255,814 shares of our Series A-1 Preferred Stock and 500,000
warrants. Pequot completed a $5,500,000 investment in our Company on September
16, 2004, through the purchase of 2,000,000 shares of our Series A-2 Preferred
Stock and 400,000 warrants.

                                       5
On December 7, 2004, Pequot assigned to Constellation its rights and obligations
under the Pequot Purchase Agreement to purchase from us $6,250,000 of the Series
A-3 Preferred Stock and warrants to purchase 384,616 shares of our common stock,
together with rights and obligations of a "Purchaser" under the Pequot Purchase
Agreement with respect to such Series A-3 Preferred Stock and associated
warrants. Immediately thereafter, Pequot purchased from us $6,250,000 of the
Series A-3 Preferred Stock and warrants to purchase 384,616 shares of our common
stock and Constellation purchased from us $6,250,000 of the Series A-3 Preferred
Stock and warrants to purchase 384,616 shares of our common stock. The A-3
Preferred Stock is convertible into 3,846,154 shares of our common stock at a
conversion price of $3.25 per share and the associated common stock warrants are
exercisable for 769,232 shares of common stock at an exercise price of $4.06 per
share.

On December 7, 2004, the Company entered into an additional purchase agreement,
(the "Pequot/Constellation Purchase Agreement"), with the Investors for up to
$40,000,000 (or in certain limited circumstances, up to $47,500,000) of
additional financing in the form of 7% convertible secured notes in three
tranches. On December 10, 2004, the Company sold to the Investors, pursuant to
the Pequot/Constellation Purchase Agreement, $10,000,000 aggregate principal
amount of notes (the "Series A-4 First Tranche Notes") and issued to the
Investors warrants to purchase 615,385 shares of our common stock at an exercise
price of $4.06 per share (the "Series A-4 First Tranche Warrants"). The Series
A-4 First Tranche Notes bear interest at an annual rate of 7%, payable
quarterly. The interest accrued on each such payment date will be added to the
principal of the Series A-4 First Tranche Notes. The Series A-4 First Tranche
Notes are convertible into 3,076,923 shares of Series A-4 Preferred Stock which
is in turn convertible into 3,076,923 shares of the Company's common stock at a
conversion price of $3.25. The conversion and voting rights of the Series A-4
First Tranche Notes and the right to exercise the A-4 First Tranche Warrants is
subject to shareholder approval. The outstanding principal and accrued interest
on the Series A-4 First Tranche Notes will be automatically converted into
Series A-4 Preferred Stock on the date of shareholders' approval. If the Series
A-4 First Tranche Notes have not already been converted into Series A-4
Preferred Stock, they will be due and payable on demand, which may be given by
66-2/3% of the holders of the notes at any time following the later of the date
that is (x) 150 days following the date of issuance or (y) if the SEC reviews
the Company's filings seeking shareholder approval, 180 days following the date
of issuance.

The Investors (or in certain circumstances, a third party) also have the right
to purchase up to an additional $15,000,000 in aggregate principal amount of
notes, which amounts may be adjusted in accordance with the terms of the
Pequot/Constellation Purchase Agreement (the "A-4 Second Tranche Notes"), which
upon shareholder approval will be converted into 4,615,385 shares of Series A-4
Preferred Stock, which is in turn convertible into 4,615,385 shares of the
Company's common stock at a conversion price of $3.25 and warrants to purchase
up to 923,077 shares of our common stock (the "Additional A-4 Warrants",
together with the Series A-4 First Tranche Warrants, the "Series A-4 Warrants").
This additional right is exercisable until September 10, 2005. The Investors
also have the right to purchase up to $15,000,000 (or in certain limited
circumstances, up to $22,500,000) in aggregate principal amount of notes (the
"A-5 Notes"), which following shareholder approval will be converted into
4,615,385 shares (or in certain limited circumstances, 6,923,077 shares) of
Series A-5 Preferred Stock, which is in turn convertible into 4,615,385 shares
(or in certain limited circumstances, 6,923,077 shares) of our common stock at a

                                       6
conversion price of $3.25. This additional right is exercisable until December
10, 2005.

The Pequot/Constellation Purchase Agreement provides that if the shareholders of
the Company approve the authorization and issuance of, and the conversion of the
notes into the Additional Series A Preferred Stock and the exercise of the
Series A-4 Warrants prior to the date of issuance of any Series A-4 Second
Tranche Notes and/or Series A-5 Notes, such Series A-4 Second Tranche Notes
and/or Series A-5 Notes will not be issued and the Company will issue and sell
to the Investors (i) instead of the Series A-4 Second Tranche Notes, up to a
maximum of 4,615,385 shares of the Series A-4 Preferred Stock and (ii) instead
of the Series A-5 Notes, up to a maximum of 4,615,385 shares (or in certain
limited circumstances, 6,923,077 shares) of the Series A-5 Preferred Stock.

We intend to use the Pequot and Constellation investment funds to execute a
growth-through-acquisition strategy, as well as for working capital needs. We
believe that there is an opportunity to consolidate similar businesses
throughout the United States. We will focus our acquisition strategy on
businesses providing networking, messaging, storage and voice over internet
protocol (VOIP) solutions. The acquisition targets will include companies
providing IT services and products, as well as certain managed solutions. We
intend to seek acquisitions to enhance our current service offerings and extend
our geographic presence. We seek to identify businesses which will add technical
expertise and service offerings, customers, sales capabilities and/or geographic
coverage while generating a positive rate of return on investment. Furthermore,
we intend to capitalize on the business practices of acquired companies that we
believe will best maintain or strengthen our competitive advantage and ensure
ongoing delivery of high quality IT solutions to our customers. The acquisition
candidates we may investigate can be large, and their acquisition by us could
have a significant and lasting impact on our business. We anticipate issuing
press releases and filing appropriate reports with the SEC in connection with
material events as we execute our strategic growth-through-acquisition strategy.
The reports filed with the SEC shall be incorporated into this prospectus by
reference to such reports.

Recent Developments
-------------------

The execution of our growth-through-acquisition strategy has included the
acquisition of the business and operating assets of the following:

     o    DataVox Technologies, Inc., a Cisco AVVID (Architecture for Voice,
          Video and Integrated Data) authorized partner, offering advanced
          technology solutions, including IP telephony, security, storage,
          networking and wireless technologies solutions, as well as network
          facilities engineering and data center technology consulting and
          services.

     o    Network Catalyst, Inc., a provider of advanced technology solutions in
          the VOIP (voice over internet protocol), infrastructure and security
          fields to clients located throughout the Southern California region.

     o    Vector ESP, Inc. and Vector ESP Management, Inc., a provider of
          consulting services, information technology products, technology
          solutions, applications, messaging and collaboration products and

                                       7
services, remote connectivity and workforce mobility products and
          services.

On January 27, 2005 the Company entered into a Stock Purchase Agreement with
Info Systems, Inc. ("Info Systems") and its shareholders to acquire all of the
outstanding capital stock of Info Systems. Info Systems conducts an information
technology business and certain management and consulting businesses consisting
of providing connectivity (network infrastructure), server architecture
(applications, directory and computing infrastructure), convergence (legacy and
Voice OverInternet Protocol ("VOIP")), security (assessment, policy design) and
storage (SAN, data migration) solutions, as well as telecommunications and
structured cabling services, outsourced information technology (IT), staff
augmentation and remote network monitoring, management and support services
through its Network Operations Center.

Our Offices and Website
-----------------------

Our principal executive offices currently are located at 850 Canal Street,
Stamford, Connecticut 06902. Our telephone number is (203) 975-3700. We maintain
a website at www.mtm.com. Information contained on our website is not to be
considered a part of, nor incorporated by reference in, this prospectus.

Nasdaq SmallCap Market Symbol
-----------------------------

Our common stock currently is traded on The Nasdaq SmallCap Market under the
symbol "MTMC."

                                       8
RISK FACTORS

The shares being offered pursuant to this prospectus are speculative and involve
a high degree of risk. Only those persons able to lose their entire investment
should purchase any of the shares. Prior to making an investment decision, you
should carefully read the other information in this prospectus and consider,
along with other matters referred to or incorporated by reference in this
prospectus, the following risk factors.

RISKS RELATING TO OUR BUSINESS

We have incurred losses in our last two fiscal years, and three of our last five
fiscal years, and there is no assurance that we will become profitable.

We incurred a net loss of approximately $8,109,000 for our fiscal year ended
March 31, 2004 and incurred a net loss of $1,211,000 for our fiscal year ended
March 31, 2003. We incurred a net loss of $4,114,856 for the nine months ended
December 31, 2004. Our operating losses may increase as we:

     o    develop, produce and distribute additional products and services;

     o    de-emphasize other products and services;

     o    implement our growth strategy, which will include incurring costs
          required to integrate and accelerate the growth of acquired companies;

     o    maintain and enhance our brands;

     o    continue to develop and upgrade our technology and information
          processing systems;

     o    enhance our customer service;

     o    respond to competitive developments;

     o    attract, integrate, retain and motivate qualified personnel;

     o    raise working capital to be able to compete effectively with
          well-funded competition; and

     o    continue to develop our business.

No assurance can be given that we will ever achieve profitability nor, if we
achieve profitability, that we would thereafter maintain profitability.

A failure to adapt to technological changes within our industry could have an
adverse effect on our operating results.

Our success will depend on our ability to keep pace with technological
developments of new products and services and our ability to fulfill
increasingly sophisticated customer requirements. The computer products and IT
service markets are characterized by rapidly changing technology and frequent
introductions of new products, services and product and service enhancements.
There can be no assurance that our current manufacturers, suppliers and
technical employees will be able to provide the products, services and support
necessary to remain competitive. In addition, there can be no assurance that we

                                       9
will be able to obtain resale authorizations from new manufacturers and from our
current vendors for new products that gain market acceptance. If we were to
incur delays in sourcing and developing new services and product and service
enhancements, or delays in obtaining new products, such delays could have a
material adverse effect on our operations and financial results.

We are subject to substantial competition which could adversely affect our
operating results.

The markets in which we operate are highly competitive with respect to
performance, quality and price. In our professional services business our
competition ranges from small, specialty integrators, to other service providers
of comparable size and profile to us, as well as large national and global
professional services firms and integrators. Our smaller competitors generally
are highly focused on their immediate market segment and can respond more
quickly to changes in customer needs. Our larger competitors generally have
greater financial resources and may be able to compete more effectively than we
can on prices and payment terms offered to potential customers. In our product
provisioning business we directly compete with local, regional and national
distributors and mail order providers of computer and IT products and services,
including network integrators and corporate divisions of retail superstores.

In addition, the computer and IT products and services industries have each
experienced a significant amount of consolidation through mergers and
acquisitions. In the future, we may face further competition from new market
entrants and possible alliances between existing competitors. Further, certain
computer superstores have expanded their marketing efforts to target segments of
our customer base, which could have a material adverse impact on our operations
and financial results. Some of our competitors have, or may have, greater
financial, marketing and other resources than us. As a result, they may be able
to respond more quickly to new or emerging technologies and changes in customer
requirements, benefit from greater purchasing economies, offer more aggressive
hardware and service pricing to customers, or devote greater resources to the
promotion of their products and services. There can be no assurance that we will
be able to compete successfully in the future with such competitors. We also
compete with manufacturers, including those serving as our vendors, which market
through direct sales forces and distributors. More aggressive competition by
principal manufacturers of computer and IT products, such as offering a full
range of services in addition to products, could have a material adverse effect
on our operations and financial results.

If we are not able to successfully increase the portion of our revenues derived
from our solutions offerings, our future results may be adversely affected.

Our transition from an emphasis on reselling IT products to an emphasis on
providing IT solutions has placed significant demands on our managerial,
administrative and operational resources. Our ability to manage this transition
effectively is dependent upon our ability to:

     o    develop cost effective, repeatable IT solutions that will be accepted
          by our target client base;

     o    develop and execute successful marketing efforts to communicate our
          value proposition to the market;

                                       10
o    develop and improve operational, financial and other internal systems;

     o    continue the transition of our sales and business development
          capabilities to support the marketing of our solutions offerings; and

     o    attract, train, retain, motivate, and manage our employees.

If we are unable to do so, our ability to effectively deliver and support our
solutions offerings may be adversely affected. Developing and marketing IT
solutions requires a greater up-front investment in resources and involves a
longer sales cycle than selling IT products. There can be no assurance that we
can transition our business to one primarily providing IT solutions or, if such
transition does occur, that such transition will result in our financial
success. If we successfully expand our IT solutions offerings, periods of
variability in utilization of our employees and consultants may occur. In
addition, we are likely to incur greater technical training costs while
expanding and supporting our IT solutions services offerings.

Our inability to maintain high personnel utilization rates may adversely impact
our profit potential.

The most significant cost relating to the services component of our solutions
business is personnel expense, which consists of salaries, benefits and payroll
related expenses. These costs are relatively fixed, while revenues may vary and
are not solely within our control. Accordingly, the financial performance of the
service portion of our solutions business primarily is based upon utilization
rates. The future success of the services component of our business will depend
in large part upon our ability to maintain high utilization rates. Our operating
results would be negatively impacted by low utilization rates.

Our inability to maintain services billing rates may adversely impact on our
financial performance.

Profitability in the delivery of our professional services is directly related
to the rates we charge our customers for the services rendered. Professional
services rates for certain types of services have experienced significant
declines as such services become more readily available to customers from
multiple sources. Although we continue to pursue development of those types of
services which allow us to bill premium rates, there is no guarantee that such
services will not also become subject to significant pricing competition thereby
eroding margins.

A major national catastrophe can dramatically alter our customers priorities for
IT spending.

The amount of IT spending in the United States directly impacts our ability to
generate revenue. A national catastrophe of the scope of the September 11, 2001
terrorist attacks in New York City and Washington D.C. would likely have a
significant impact on our customers' spending priorities, including the
elimination or reduction of certain types of IT spending.

                                       11
Our revenues and expenses are unpredictable and a decrease in revenues or
increase in expenses could materially adversely affect our operating results.

Our operating results have been, and will continue to be, impacted by changes in
technical personnel utilization rates. Further, there are numerous other
factors, which are not within our control, that can contribute to fluctuations
in our operating results, including the following:

     o    capital spending budgets of our customers;

     o    the timing, size and mix of product and service orders and deliveries;

     o    the timing and size of new projects, including projects for new
          customers; and

     o    changes in trends affecting outsourcing of IT services.

Our failure to successfully compete for IT professionals may affect our business
operations.

The market for IT professional services is intensely competitive, rapidly
evolving and subject to rapid technological change. We expect competition not
only to persist, but to increase. Competition may result in price reductions,
reduced margins and loss of market share. The market for our goods and services
is rapidly evolving and is subject to continuous technological change. As a
result, our competitors may be better positioned to address these developments
or may react more favorably to these changes. Existing or future competitors may
develop or offer strategic IT services that provide significant technological,
creative, performance, price or other advantages over the IT services offered by
us.

Online security breaches could harm our business.

A significant barrier to online commerce and communications over the Internet is
the secure transmission of confidential information over public networks. Our
security measures on behalf of our clients may not be able to prevent all types
of security breaches. Our failure to prevent security breaches could harm our
business. We rely on encryption and authentication technology licensed from
third parties to provide the security and authentication technology to effect
secure transmission of confidential information. Advances in computer
capabilities, new discoveries in the field of cryptography or other developments
may result in a compromise or breach of the technology used by us to protect
customer transaction data. Any such compromise of our security measures could
harm our reputation and, therefore, our business. In addition, a party who is
able to circumvent our security measures could misappropriate proprietary
information or cause interruptions in our or our clients' operations. We may
need to expend significant resources to protect against security breaches or to
address problems caused by breaches. Security breaches could damage our
reputation and expose us to a risk of loss or litigation and possible liability.
Our insurance policies carry low coverage limits, which may not be adequate to
reimburse us for losses caused by security breaches.

Difficulties in the collection of accounts receivable could result in reductions
in our cash flows.

All of our sales are made on unsecured credit terms which may vary substantially
between customers. Therefore, a default or delay in payment on a significant
scale could materially adversely affect our business, results of operations and
financial condition.

                                       12
It also is difficult for us to ascertain future demand for our existing products
and services and anticipated demand for newly introduced products and services.
Consistent with industry practices, we may accept product returns or provide
other credits, even when we are not legally required to do so. While we believe
that we have established appropriate allowances for collection problems and
anticipated returns based on historical experience and industry norms, actual
returns and uncollectible receivables may exceed such allowances. Defective
products also may result in higher customer support costs and product returns.

The failure to maintain our status as an authorized reseller/servicer of IT
products could have a material adverse effect on our business and operations.

We are materially dependent on our continued status as an approved reseller of
IT products and our continued authorization as an IT service provider. We would
be unable to provide the range of products and services we currently offer,
including warranty services, without such authorization. Our resale agreements
with manufacturers generally are terminable by manufacturers on short notice.
The loss of one or more of such authorizations could have a material adverse
effect on our business and results of operations. In particular, we rely upon
products manufactured by Dell Computer Corporation and Hewlett-Packard Company.
Dell products accounted for approximately 23% of our product sales for our
fiscal year ended March 31, 2004, 26% of our product sales for our fiscal year
ended March 31, 2003 and 14% of our product sales for our fiscal year ended
March 31, 2002. Hewlett-Packard products accounted for approximately 40% of our
product sales for our fiscal year ended March 31, 2004, 42% of our product sales
for our fiscal year ended March 31, 2003 and 49% of our product sales for our
fiscal year ended March 31, 2002. The loss of our authorized reseller status
with either of Dell or Hewlett-Packard could be expected to have a material
adverse effect on our operating results.

In addition, our professional services revenues depend in large part on our
accreditations with other vendors such as Microsoft, Cisco and Citrix. Most of
our major vendors require that we maintain specifically trained and accredited
staff at each of our offices in order to re-sell and provide services associated
with such products. Furthermore, certain such vendors require that we make
annual purchases of their products for use in our labs and for marketing
purposes. Each vendor independently determines these requirements for those
organizations which it authorizes to provide services in connection with their
products. If these requirements should become substantially more burdensome ,
they could affect our business in either of two ways: (1) we would elect not to
continue our accreditation with such vendor and forgo the revenues associated
with the re-sale of such vendor's products and associated services, or (2) we
would incur the additional expense associated with additional staff training or
equipment purchase requirements. In either case, this could have a negative
impact on our operating results.

The loss of the services of our principal executive officer could have a
material adverse effect on us.

We are significantly dependent upon the continued availability of Francis J.
Alfano, our chief executive officer. We have entered into an employment
agreement with Mr. Alfano. This employment agreement contains non-competition
provisions. The loss or unavailability to us of Mr. Alfano for an extended
period of time could have a material adverse effect on our business operations
and prospects. To the extent that his services would be unavailable to us for
any reason, we would be required to procure other personnel to manage and

                                       13
operate our Company. There can be no assurance that we will be able to locate or
employ such qualified personnel on acceptable terms. At the present time, we do
not have "key man" life insurance covering any of our principal executive
officers.

We are dependent on our key personnel and our ability to recruit, train and
retain IT solutions professionals who are in short supply.

Our current and planned operations will depend in large part on our ability to
identify, hire, train and retain IT professionals and sales and senior
management personnel who can provide the technical, strategic, creative,
marketing and audience development skills required by our clients and for our
financial success. There is a shortage of qualified personnel in these fields
and we compete with other companies for this limited pool of IT professionals
and sales and senior management personnel. There is no assurance that we will be
able to attract, train, or retain such qualified personnel.

Further, additions of new and departures of existing personnel, particularly in
key positions, can be disruptive, which also could have a material adverse
effect upon us, the result of which could have a negative impact on our
operations and financial results.

We expect to need to continue to hire, train and manage new employees to support
future growth.

Our current and planned personnel, systems, procedures and controls may not be
adequate to support our future operations. We may be unable to hire, train,
retain and manage qualified personnel. If our new hires are not good employees,
or if we are unsuccessful in training and integrating these new employees, our
business may be harmed.

The success of our business plan depends on our ability to make additional
acquisitions and our acquisition program entails significant risks.

We intend to pursue opportunities to expand our business through the acquisition
of selected companies in targeted markets. The acquisition candidates we review
can be large, and their acquisition by us could have a significant and lasting
impact on our business. We cannot guarantee that:

     o    we will be able to identify appropriate acquisition candidates or
          negotiate acquisitions on favorable terms; or

     o    we will be able to obtain the financing necessary to complete all
          projected future acquisitions.

Acquisitions involve numerous risks, including:

     o    adverse effects on our operating results;

     o    an inability to integrate acquired businesses;

     o    increased compensation expense associated with newly hired or acquired
          employees;

     o    unanticipated liabilities and expenses;

                                       14
o    costs associated with incomplete acquisitions;

     o    expenses, delays and difficulties of integrating acquired companies
          into our existing organization;

     o    dilution of the interest of existing shareholders if we issue our
          securities in making acquisitions or if we sell

     o    our securities in order to raise cash for acquisitions;

     o    diversion of management's attention;

     o    expenses of amortizing the acquired companies' intangible assets;

     o    increases in our expenses in order to advertise and promote acquired
          companies; and

     o    expenses of any undisclosed or potential legal liabilities of an
          acquired company.

In addition, we cannot guarantee that we will realize the benefits or strategic
objectives we are seeking to obtain by acquiring any particular company and any
acquired company could significantly under perform relative to our expectations.
In particular, acquired companies often experience modest revenue declines
immediately following the closing of their acquisition.

Because we have only recently initiated our acquisition program, we are
currently facing all of these challenges and we have not proven our ability to
overcome such challenges over the long term. As a result of all of the
foregoing, our acquisition strategy could adversely affect our business.

The success of our business plan depends on the successful integration of
acquisitions.

We recently completed several acquisitions and intend to make additional
acquisitions of businesses as part of our strategic growth strategy. Our future
performance will depend in large part on our ability to integrate those
businesses, with our existing operations successfully and to do so profitably.
To integrate acquired businesses, it is often necessary or desirable to
accomplish one or more of the following:

     o    consolidate their billing and accounting systems into our systems and
          implement financial and other control systems;

     o    relocate the servers and other equipment of acquired companies to one
          of our facilities;

     o    migrate the operations of acquired companies onto our technology
          platforms;

     o    integrate the customer accounts of acquired companies into our
          customer service system;

     o    integrate the service offerings of acquired companies into our service
          offerings; and

     o    identify resellers and referral partners of the services of acquired
          companies and migrate them to our business partner program.

                                       15
We may not be able to successfully integrate acquired businesses with existing
operations without substantial costs, delays or other problems, if at all. As we
integrate acquired businesses:

     o    we may lose customers of acquired companies due to difficulties during
          the integration process;

     o    we may not be able to bill customers of the acquired companies
          accurately due to potential deficiencies in the internal controls of
          the acquired companies, such as inadequate back-office systems of the
          acquired companies and potential difficulties in migrating records
          onto our own systems;

     o    we may experience difficulty in collecting bills rendered by acquired
          companies due to inaccurate record keeping of the acquired companies;

     o    key employees of the acquired companies whom we wish to retain may
          resign;

     o    management's attention and resources could be diverted from our
          ongoing business concerns;

     o    we may not be able to integrate newly acquired technologies with our
          existing technologies; and

     o    we may not be able to train, retain and motivate executives and
          employees of the acquired companies.

Because we intend to employ a strategy that includes a high level of acquisition
activity, at any time there are likely to be one or more operating businesses
that have not been integrated into our business.

Moreover, the anticipated benefits of any or all of these acquisitions may not
be realized. Future acquisitions could result in the incurrence of debt and the
incurrence of contingent liabilities and amortization expenses, each of which
could have a material adverse effect on our operating results and financial
position.

Our rapid growth and expansion may significantly strain our resources.

We expect to experience rapid growth, primarily due to acquisitions. This rapid
growth is likely to place a significant strain on our operating and financial
resources. Our future performance will partly depend on our ability to manage
our growth effectively, which will require that we further develop our operating
and financial system capabilities and controls. We have invested and intend to
continue to invest, significant amounts in billing, accounts receivable,
customer service and financial systems.

Because we employ a strategy that includes a high level of acquisition activity,
at any time there are likely to be one or more operating businesses that have
not been integrated into our core systems and continue to produce financial and
other information from their existing systems. As a result, our ability to
record, process, summarize and report financial data could be adversely
affected.

                                       16
We may need additional funds to execute our planned acquisition program which,
if available, could result in an increase in our interest expense or dilution of
your shareholdings. If these funds are not available, our business could be
adversely affected.

Our expected cash flows from operations is likely to be insufficient to fund our
acquisition and internal growth programs. We expect to fund our acquisition
program principally from the proceeds of stock sales, sales of convertible notes
and from other external sources, including sales of Series A-4 Preferred Stock
and Series A-5 Preferred Stock to Pequot, Constellation and possibly other
investors. As a result, we may need to raise additional funds to conduct our
intended growth programs.

We may raise funds through public or private debt or equity financing. If funds
are raised through the issuance of equity securities, the percentage ownership
of our then current shareholders may be reduced and such equity securities may
have rights, preferences or privileges senior to those of the holders of our
common stock. If additional funds are raised through the issuance of debt
securities, such securities could have rights, preferences and privileges senior
to those of the holders of our common stock and the terms of such debt could
impose restrictions on our operations. If additional funds become necessary,
additional financing may not be available on terms favorable to us, or at all.
If adequate funds are not available on acceptable terms, we may not be able to
continue to fund our growth or to continue our acquisition program.

System failures could harm our business.

We have experienced system failures from time to time. In addition to placing
increased burdens on our engineering staff, these outages could create a flood
of user questions and complaints that must be responded to by our customer
support personnel. Any unscheduled interruption in our systems could result in
an immediate loss of revenues that can be substantial and may cause some users
to switch to our competitors. If we experience frequent or persistent system
failures, our reputation and brand could be permanently harmed. We are currently
taking steps to increase the reliability and redundancy of our systems. These
steps are expensive and may not be successful in reducing the frequency or
duration of unscheduled downtime.

Most of our core computer and network hardware for operating our website and
service centers currently is located at hosting facilities in Hawthorne, NY and
Houston, TX. Despite any precautions we may take, our systems and operations may
be vulnerable to damage or interruption from floods, fires, power loss,
telecommunication failures and similar events. They are also subject to
break-ins, sabotage, intentional acts of vandalism and similar misconduct.

Our computer and network systems are partially redundant and we are working on
establishing full redundancy for all such critical systems. We will also
continue to be highly reliant on our two hosted data center providers until we
implement location redundancy between multiple hosting sites. A major failure at
either or both of our hosted data center providers would cause substantial
disruption to our business and would have an immediate impact on our ability to
service our customers, the severity of which would be proportional to the
duration of the outage.

                                       17
We do not have, at this time, a formal disaster recovery plan or alternative
providers of hosting services, and we do not carry business interruption
insurance to compensate us for losses that may occur. Any damage to, or failure
of, our systems could result in interruptions in our service centers.
Interruptions could reduce our revenues, and our future revenues will be harmed
if our customers believe that our systems are unreliable.

We may enter into fixed-price contracts which involve financial risks.

Certain of our contracts are on a fixed-price basis, rather than on a time and
materials basis. We assume greater financial risk on fixed-price contracts than
on time and materials engagements. We have limited experience in estimating
costs for our engagements, particularly for larger projects. We may have to
commit unanticipated resources to complete some of our fixed-price projects,
resulting in lower gross margins on such contracts. In addition, we may assume
the fixed-price contracts of the companies we acquire. If we or our acquired
businesses fail to estimate accurately the resources and time required for an
engagement, to manage client expectations effectively or to complete fixed-price
engagements within budget, on time and to our clients' satisfaction, we could be
exposed to cost overruns, potentially leading to losses on fixed-price projects.

In addition, we recognize revenues from fixed-fee contracts based on our
estimate of the percentage of each project completed in a reporting period. To
the extent our estimates are inaccurate, the revenues and operating profits, if
any, that we report for periods during which we are working on a project may not
accurately reflect the final results of the project and we would be required to
make adjustments to such estimates in a subsequent period.

We generally do not expect to have long-term contracts and the need to establish
relationships with new clients creates an uncertain revenue stream.

Our customers generally retain us on a project by project basis, rather than
under long-term contracts, although our support services may be rendered under
one-year or other long-term service contracts. As a result, a client may or may
not engage us for further services once a project is completed. We expect that
establishment and development of relationships with additional companies and
other corporate users of information technology will be an important component
of our business operations. The absence of long-term contracts and the need for
new clients create an uncertain revenue stream. A client which accounts for a
significant portion of our revenues in a given period may not generate a similar
amount of revenues, if any, in subsequent periods. There is no assurance that we
will be able to add new clients or to secure new engagements with existing
clients. In addition, some of our existing clients may unilaterally reduce the
scope of, or terminate, existing projects.

Unauthorized break-ins to our systems could harm our business.

Although our computing systems are configured with commercial grade anti-virus
software, they may continue to be vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to interruptions,
delays, loss of data or the inability to complete user transactions. In
addition, unauthorized persons may improperly access our data. We may experience
an unauthorized break-in by a "hacker" who could cause damage to or change our

                                       18
system or take confidential information. Any actions like these could harm us.
Actions like these may be very expensive to remedy and could damage our
reputation.

We may be subject to legal liability to our clients.

Many of our engagements will involve the development and implementation of IT
solutions that are important to our clients' businesses. Our failure or
inability to meet a client's expectations in the performance of services could
injure our business reputation or result in a claim for substantial damages
against us regardless of our responsibility for such failure. In addition, the
services we provide may involve confidential or proprietary client information.
Although we have implemented policies to prevent such client information from
being disclosed to unauthorized parties or used inappropriately, any such
unauthorized disclosure or use could result in a claim against us for
substantial damages. Our contractual provisions attempting to limit such damages
may not be enforceable in all instances or may otherwise fail to protect us from
liability for damages.

Our ability to protect our intellectual property rights is questionable and, if
we are unable to protect such rights, our financial condition could be
materially adversely affected.

We rely upon a combination of nondisclosure and other contractual arrangements
and trade secret, copyright, and trademark laws to protect our proprietary
rights and the proprietary rights of third parties from whom we license
intellectual property. We enter into confidentiality agreements with our
employees and limit distribution of proprietary information. However, we cannot
assure you that the steps taken by us in this regard will be adequate to deter
misappropriation of proprietary information or that we will be able to detect
unauthorized use and take appropriate steps to enforce our intellectual property
rights. We also are subject to the risk of litigation alleging infringement of
third-party intellectual property rights. Any such claims could require us to
spend significant sums in litigation, pay damages, develop non-infringing
intellectual property, or acquire licenses to the intellectual property that is
the subject of the alleged infringement. Our inability or failure to establish
rights or to protect our rights may have a material adverse effect on our
business, results of operations, and financial condition.

Our growth will depend on our ability to continue to develop our brands.

We believe that strengthening our brands will be critical to achieving
widespread acceptance of our products and services. Promoting and positioning
our brands will depend largely on the success of our marketing efforts and our
ability to provide high quality products and services. In order to promote our
brands, we will need to increase our marketing budget and otherwise increase our
financial commitment to creating and maintaining brand loyalty among our
customers. Brand promotion activities may not yield increased revenues and, even
if they do, any increased revenues may not offset the expenses we incur in
building our brands. If we fail to promote and maintain our brands or incur
substantial expenses in an unsuccessful attempt to promote and maintain our
brands, our business would be harmed.

Our dependence on third party licenses could have adverse affects.

We rely on certain software, technology and content that we license or have
licensed from third parties, including software, technology and content that is
integrated with internally developed software and used in our products to

                                       19
perform key functions. These third-party licenses may not continue to be
available to us on commercially reasonable terms. Also, the licensed software,
technology and content may not be appropriately supported, maintained or
enhanced by the licensors such that the license would not continue to provide
the necessary commercial benefits to us. In addition, we may not be able to
license additional software, technology and content on terms advantageous to us.
The loss of or inability to obtain or replace licenses to, or inability to
support, maintain and enhance, any of such licensed software, could result in
increased costs, including the expense of internally developing the required
software, technology and/or content, as well as delays or reductions in product
shipments.

In certain parts of our managed services business we utilize software obtained
as open-source. Such software is supported through various more or less formal
developer communities and may be more susceptible to internal vulnerabilities
than commercial grade products. In the event that any of these software products
would need to be replaced by an equivalent commercial product (because of
discovered flaws or difficulty in obtaining support), we would incur significant
costs associated with licensing equivalent commercial products, possibly
rendering the services provided to customers based on these products
unprofitable.

We are dependent upon our vendor relationships and any adverse change in these
relations could have a negative impact on us.

Our current and future success depends, in part, on our relationships with
leading hardware and software vendors and distributors. Without these
relationships, we would be unable to provide our current range of products and
services. We may not be able to maintain or attract new relationships with the
computer hardware and software vendors that we believe are necessary for our
business. Since we utilize vendor relationships as a marketing tool, any
negative change in these relationships could adversely affect our sales.

In general, our agreements with vendors include termination provisions, some of
which are immediate. We cannot assure you that vendors will continue to
authorize us as an authorized reseller. In addition, we cannot assure you that
vendors which introduce new products will authorize us as an approved reseller
for such new products.

Significant product supply shortages have resulted from time to time because
manufactures have been unable to produce sufficient quantities of certain
products to meet demand. We anticipate experiencing some difficulty in obtaining
an adequate supply of products from major vendors from time to time.
Difficulties in obtaining product may result in delays in completing sales.

The loss of any vendor relationship, product line, or product shortage could
reduce the supply and increase costs of products sold by us and adversely impact
our competitive position.

We are subject to pricing pressures which could result in lower sales revenues
and gross profits.

We believe our prices and delivery terms are competitive. However, certain
competitors may offer more aggressive pricing to customers. We have experienced,
and expect to continue to experience pricing pressure, on our products and
services due to competitive factors, including industry consolidation and the
efforts of manufacturers to sell products directly to end users, including our
current and potential customers. In addition, the general weakness in spending
on technology has, we believe, impacted our operating results. In an attempt to

                                       20
stimulate sales to existing and new customers, we believe, pricing pressures may
increase in the future. Decreasing prices for our products and services would
require us to sell a greater number of products and services to achieve the same
level of net sales and gross profit.

Our use of net operating loss carry-forwards is limited.

We estimate our consolidated net operating loss tax carry-forwards to be
approximately $9.6 million at March 31, 2004, which expire in various years
through 2024, and our general business tax credit carryover to be approximately
$190,000, which expires in various years through 2023. These carry-forwards are
subject to certain limitations. Under the Internal Revenue Code, changes in the
ownership or the business of a corporation that has net operating loss
carry-forwards can result in the inability to use or the imposition of
significant restrictions on the use of such net operating loss carry-forwards to
offset future income and tax liability of such corporation. An "ownership
change" may be deemed to have occurred under the Internal Revenue Code and the
regulations thereunder with respect to us and our use of these net operating
loss carry-forwards will be limited. There can be no assurance that we will be
able to utilize our net operating loss carry-forwards.

Seasonality is expected to cause fluctuations in our revenues and operating
results.

The markets in which we operate are characterized by significant seasonal swings
in demand, which typically peak in the fourth quarter of each calendar year, our
third fiscal quarter. We expect our net sales and operating results to reflect
this seasonality.

We have and may continue to have fluctuations in our quarterly operating
results.

Our quarterly operating results have and, in the future, may fluctuate
significantly, depending on a variety of factors, many of which are outside of
our control. Factors that may affect our quarterly results include:

     o    the demand for our products and services;

     o    the size, timing and timely fulfillment of orders for our products and
          services;

     o    the level of product, price and service competition;

     o    changes in average selling prices and product mix, which could also
          affect our profit margins;

     o    changes in our sales incentive strategy, as well as sales personnel
          changes;

     o    the mix of direct and indirect sales, product returns and rebates;

     o    federal, state or local government regulation;

     o    our ability to upgrade and develop our systems and infrastructure to
          accommodate growth;

     o    our success in integrating the operations of acquired companies into
          one unified operation;

                                       21
o    our ability to attract and retain qualified personnel;

     o    consumer trends;

     o    the success of our brand building and marketing campaigns; and

     o    general economic conditions and economic conditions specific to the
          Internet and e-commerce industries.

Our operating expenses and capital expenditures are expected to be based in
large part on our expectations of future revenues and the expected costs
associated with growing our new e-commerce business and acquired companies.
Therefore, if revenue levels are below expectations, operating results are
likely to be adversely affected. Net income may be disproportionately affected
by an unanticipated decline in revenue for a particular quarter because a
relatively small amount of our expenses will vary with our revenue in the short
term. As a result, we believe that period-to-period comparisons of our results
of operations are not and will not necessarily be meaningful and should not be
relied upon as any indication of future performance. Due to all of the foregoing
factors, it is likely that in some future quarter our operating results will be
below expectations.

RISKS INVOLVING OUR COMMON STOCK AND CORPORATE GOVERNANCE

Pequot could be deemed our controlling shareholder and Pequot's interests may
not be the same as our other shareholders.

Pequot currently holds approximately 46.1% of the voting power of our
outstanding securities. Pequot also may receive additional voting power if we
were to elect to pay dividends on outstanding Series A Preferred Stock in the
form of additional shares of Series A Preferred Stock. Pequot's acquisition of
more than 50% of the outstanding voting power of our shareholders would allow
Pequot to approve almost any transaction requiring a minimum majority vote
without a meeting or prior notice to our other shareholders. These transactions
could include mergers, consolidations, dissolution or sales of assets. These
transactions could benefit Pequot at the expense of our other shareholders or
benefit Pequot disproportionately when compared to our other shareholders.

Limited directors' liability could prevent our shareholders from holding our
directors responsible for a lack of care.

Our certificate of incorporation provides that our directors will not be held
liable to us or our shareholders for monetary damages upon breach of a
director's fiduciary duty, except to the extent otherwise required by law.

There is significant volatility in our stock prices.

The market for our common stock is highly volatile. The trading price of our
common stock could widely fluctuate in response to, among other things:

     o    quarterly variations in our operating and financial results;

                                       22
o    announcements of technological innovations or new products by us, our
          vendors or our competitors;

     o    changes in prices of our or our competitors' products and services;

     o    changes in the product and service mix of our sales;

     o    changes in our revenue and revenue growth rates as a whole or for
          individual geographic areas, business units, products, services or
          product and sales categories;

     o    unscheduled system interruptions;

     o    our ability to timely develop, introduce and market new services, as
          well as enhanced versions of our current services;

     o    additions or departures of key personnel;

     o    changes in financial estimates by securities analysts;

     o    conditions or trends in the Internet and online commerce industries;

     o    changes in the market valuations of other IT product and service
          companies;

     o    developments in IT and Internet regulations;

     o    announcements by us or our competitors of significant acquisitions,
          strategic partnerships, joint ventures or capital commitments;

     o    sales of our common stock or other securities in the open market; and

     o    other events or factors that may be beyond our control.

Statements or changes in opinions, ratings, or earnings estimates made by
brokerage firms or industry analysts relating to the markets in which we conduct
our business or relating to us or our competitors could result in an immediate
and adverse effect on the market price of our common stock. In addition, the
stock market has from time to time experienced extreme price and volume
fluctuations which have particularly affected the market price for the
securities of many IT service and Internet companies which often have been
unrelated to the operating performance of these companies. These broad market
fluctuations may adversely affect the market price of our common stock.

Our acquisition strategy may result in dilution to our shareholders.

Our business strategy calls for strategic acquisitions of other businesses,
technologies and services. We anticipate that future acquisitions will require
cash and issuances of our capital stock, including our common stock. To the
extent we are required to pay cash for any acquisition, we anticipate that we
would be required to obtain additional equity and/or debt financing. Equity
financing would result in dilution for our then current shareholders. Such stock
issuances and financing, if obtained, may not be on terms favorable to us and
could result in substantial dilution to our shareholders at the time(s) of these
stock issuances and financings.

                                       23
We have no history of paying dividends.

We have never paid any cash dividends on our common stock and we do not
anticipate paying any dividends in the foreseeable future. In addition, our
ability to pay dividends to the holders of our common stock is limited under our
certificate of incorporation.

We may issue substantial amounts of additional shares of our common stock
without shareholder approval, which could dilute the equity interests of our
shareholders.

We have outstanding an aggregate of 6,472,889 shares of our common stock and
Series A Preferred Stock convertible into an aggregate 9,101,968 shares of our
common stock, as of the date of this prospectus. The Investors currently hold
warrants to purchase 1,669,231 shares of our common stock. Upon shareholder
approval of the transactions subject to the Pequot/Constellation Purchase
Agreement we will also have outstanding additional shares of Preferred Stock and
warrants. We also have an additional 10,898,032 shares of Series A Preferred
Stock authorized but unissued, all of which shares are not reserved for specific
purposes, other than pursuant to the anti-dilution provisions of the Series A
Preferred Stock or for issuance in lieu of cash dividends on the Series A
Preferred Stock, an additional 6,000,000 shares of serial preferred that are not
designated as Series A Preferred Stock and an additional (a) 4,385,000 shares of
our common stock issuable upon the exercise of stock options or restricted stock
units granted or available for grant under our various stock plans and (b)
aggregate of approximately 2,374,618 shares of our common stock issuable upon
exercise of other stock options, restricted stock units or warrants previously
granted and outstanding, all as of the date of this prospectus, the exercise of
615,386 of which is subject to shareholder approval (including the warrants
issued to the Investors to purchase Series A Preferred Stock). All of such
shares may be issued without any action or approval by our shareholders, except
as may be limited under Nasdaq Marketplace Rules. Any shares issued by us in the
future would further dilute the percentage ownership held by our shareholders.

Substantial sales of our common stock could adversely affect the market price of
our common stock.

Sales of a substantial number of shares of our common stock could adversely
affect the market price of our common stock by introducing a large number of
sellers to the market. This could cause the market price of our common stock to
decline.

If Pequot and Constellation were to convert their Series A Preferred Stock and
exercise their warrants for Series A Preferred Stock, we would have outstanding
17,243,089 shares of our common stock, and we will have reserved approximately
4,475,000 shares of our common stock for issuance under our various stock plans
and under other outstanding options and warrants, assuming there are no
issuances of additional shares of our common stock nor grants of warrants and
options to purchase shares of our common stock after the date of this
prospectus. In addition, we anticipate issuing our securities as part of the
execution of our strategic growth strategy. We cannot predict if future sales of
our common stock or the availability of our common stock for sale will adversely
affect the market price for our common stock or our ability to raise capital by
offering equity securities.

                                       24
USE OF PROCEEDS

The proceeds from the sale of the shares of our common stock being offered by
the selling securityholders pursuant to this prospectus will belong to the
selling securityholders. We will not receive any of the proceeds from the sale
of such shares. We will, however, receive the proceeds, if any, from any
original issuances of the shares, whether from the exercise of options granted
pursuant to the Plans or from the purchase price from the issuance of restricted
stock or other awards under the Plans. We will utilize such proceeds for payment
of cash consideration in connection with future acquisitions as part of our
strategic growth strategy; and general corporate and working capital purposes.
We will have complete discretion over how we may use such proceeds. We cannot
assure purchasers that our use of the net proceeds will not vary substantially
due to unforeseen factors. Pending use of any such proceeds, we may invest all
or a portion of such proceeds in marketable securities, equity securities of
other companies, short-term, interest-bearing securities, U.S. Government
securities, money market investments and short-term, interest-bearing deposits
in banks.

                                 DIVIDEND POLICY

We have never declared or paid any dividends to the holders of our common stock
and we do not expect to pay cash dividends in the foreseeable future. We
currently intend to retain all earnings for use in connection with the further
development of our business and for general corporate purposes. Our board of
directors will have the sole discretion in determining whether to declare and
pay dividends in the future. The declaration of dividends will depend on our
profitability, financial condition, cash requirements, future prospects and
other factors deemed relevant by our board of directors. In addition, provisions
contained in our certificate of incorporation governing the terms of our Series
A Preferred Stock, as well as our financing agreement with Textron Financial
Corporation, place restrictions on our ability to declare or make any cash
dividends on our common stock. In addition, our ability to pay cash dividends on
our common stock in the future could be further limited or prohibited by the
terms of future financing agreements that we may enter into or by the terms of
any preferred stock that we may authorize and issue.

                             SELLING SECURITYHOLDERS

The following table and notes to the table sets forth, with respect to each
selling securityholder:

     o    the name of the selling securityholder and any material relationship
          the selling securityholder has had with us over the past three years;

     o    the number of shares of our common stock beneficially owned by the
          selling securityholder as of the date of this prospectus;

     o    the number of shares of our common stock being offered for sale by the
          selling securityholder pursuant to this prospectus; and

     o    the number of shares of our common stock and percentage that will be
          beneficially owned by the selling securityholder assuming the selling
          securityholder disposes of all of the shares being offered pursuant to
          this prospectus.

                                       25
This prospectus may be amended or supplemented from time to time to add selling
securityholders or to delete the names of selling securityholders from the
following list or to otherwise amend or supplement the information in the table
set forth below.

                                       26
Beneficial Ownership
                                                                                              After the Sale of the Shares
                                                                                              ----------------------------
                                                              Beneficial        Number of
                                                            Ownership Prior    Shares Being
Name of Selling                                             to Sale of the     Offered for
Securityholder               Material Relationship (1)        Shares (2)         Sale (3)        Number        Percentage
--------------               -------------------------        ----------         --------        ------        ----------
Francis J. Alfano.......  Chief Executive Officer (since            66,667         400,000              0         0.0
                          5/21/04), Director

Alan Schwartz...........  Chief Financial Officer,                  25,000         150,000              0         0.0
                          Senior Vice President (since
                          5/21/04)

John F. Kohler..........  General Counsel, Senior Vice              12,500          75,000              0         0.0
                          President (since 5/21/04)

Steven H. Rothman.......  Executive Vice President (4)       900,561(5)(6)       50,000(6)     850,561(6)        13.1%

Howard A. Pavony........  Executive Vice President (7)          895,656(5)          50,000        845,656        13.0%

Arnold Wasserman........  Director (since 1998),                118,000(5)          83,000         35,500         0.5%
                          Chairman Audit Committee
                          (since 1999), Lead Independent
                          Director (since 2002)

William Lerner..........  Director (since 1985),                 90,500(5)          50,000         40,500         0.6%
                          Chairman Corporate and
                          Governance Nominating
                          Committees (since 11/03)

Alvin E. Nashman........  Director (since 1995),                 85,500(5)          50,000         35,500         0.5%
                          Chairman Compensation
                          Committee (since 1999)

Steven Stringer.........  Executive Vice President,                 35,832         255,000              0         0.0
                          Chief Operating Officer (since
                          10/1/04)
______________
(1)  We entered into various agreements on May 21, 2004 and December 7, 2004, as
     conditions to consummating the transactions contemplated in the Pequot
     Purchase Agreement and the Pequot/Constellation Purchase Agreement,
     including a shareholders' agreement, as amended and restated, which
     provides that each shareholder will vote, or cause to be voted, all of
     their securities of our Company that they own or over which they have
     voting control so that the directors constituting our board of directors
     will consist of:

     o    our chief executive officer, Francis J. Alfano;

     o    two directors selected by Pequot and its assignees, for so long as
          Pequot owns at least 25% of the Series A Preferred Stock and/or shares
          of our common stock issued upon conversion of such Series A Preferred
          Stock;

     o    one director selected by Constellation;

                                       27
o    Mr. Rothman;

     o    three "independent" directors (within the meaning of independent as
          set forth in the Marketplace Rules of The Nasdaq Stock Market or the
          regulations of the stock exchange upon which our common stock is
          listed), who will be selected by our corporate governance and
          nominating committee;

     o    two "independent" directors (as such term is defined above) to be
          selected by the chief executive officer and reasonably acceptable to
          our corporate governance and nominating committee.

     The voting obligations of Pequot, Constellation and Mr. Rothman under the
     shareholders' agreement, as amended and restated, are subject to the
     following limitations:

     o    the Investors shall be obligated to vote their shares to elect Mr.
          Rothman to our board of directors only as follows: (a) for the period
          from December 21, 2004 to May 21, 2007, provided that he has not
          terminated his employment, other than for "good reason," nor been
          terminated for "cause";

     o    if Pequot owns at least 25% of the Series A Preferred Stock and/or
          shares of our common stock issued upon conversion of such Series A
          Preferred Stock, Mr. Rothman is only obligated to vote for two Pequot
          designees; and, if Pequot owns less than 25% of such stock, Mr.
          Rothman is only obligated to vote for one Pequot designee;

     o    Mr. Rothman shall not be obligated to vote his shares (x) (a) to elect
          directors selected by Pequot and/or Constellation, as applicable, if
          (i) Pequot owns less than 10% of the shares of Series A Preferred
          Stock issued to such Pequot shareholders and all shares of our common
          stock issued or issuable on conversion of the Series A Preferred Stock
          owned by such Pequot shareholders, (ii) the Constellation shareholders
          own less than 10% of the shares of Series A-3 Preferred Stock issued
          to such Constellation shareholders and all shares of our common stock
          issued or issuable on conversion of the Series A-3 Preferred Stock
          owned by such Constellation shareholders, and (iii) and any other
          shareholders that are introduced to us by Pequot own less than 10% of
          the securities originally acquired by such shareholders or (y) if Mr.
          Rothman individually owns less than 10% of the securities owned by
          such shareholder on the date of the issuance and sale of the Series
          A-3 Preferred Stock;

     o    that one of the five independent directors will be the "financial
          expert" required to be a member of our audit committee in accordance
          with the Sarbanes-Oxley Act; and

     o    to the extent necessary to comply with applicable laws, regulations
          and listing standards, that directors selected by the Investors will
          qualify as independent directors.

     The shareholders' agreement also limits the number of shares of our common
     stock that each of Messrs. Pavony and Rothman can dispose of during
     specified periods and grants Pequot and Constellation rights of first
     refusal and co-sale rights with respect to any shares of our common stock
     that each of Messrs. Pavony and Rothman may desire to dispose of during
     specified periods.

     To the greatest extent permitted by applicable law and stock exchange
     rules, at least one of the directors designated by Pequot will be entitled
     to be a member of any committee formed by the board of directors, including
     our audit, compensation, nominating and corporate governance committees.

     In addition, the directors designated by each of the Investors shall be
     entitled to have one representative attend our board meetings and any of
     our committee meetings as a non-voting observer, provided, that each such
     non-voting observer, at our request, shall execute a confidentiality
     agreement with us prior to his first attendance of any such meeting.

     Immediately following the issuance and sale of the Series A-3 Preferred
     Stock, our board of directors was constituted in accordance with the
     amended and restated shareholders' agreement, consisting of Francis J.
     Alfano, as our chief executive; Messrs. Pavony and Rothman; our independent
     directors, William Learner, Alvin Nashman and Arnold Wasserman; the two
     directors designated by Pequot, Gerald A. Poch, a managing director of
     Pequot Capital Management, Inc., a managing general partner of Pequot Fund
     and a managing general partner of Pequot Partners, and Richard R.
     Heitzmann, a senior vice president of Pequot Capital Management, Inc., and
     one director designated by Constellation, Clifford Friedman, senior

                                       28
managing director of Constellation. Mr. Pavony has resigned from our board
     of directors and his resignation will become effective on March 31, 2005.
     Mr. Alfano has yet to name the two independent directors he is entitled to
     designate for election to our board, subject to acceptance by the Investors
     and our corporate governance and nominating committee.

     We have agreed, pursuant to our December 10, 2004 Registration Rights
     Agreement with the selling securityholders, to register under the
     Securities Act all of the shares of our common stock issuable upon
     conversion of the Series A Preferred Stock, and upon exercise of the
     warrants, that the Investors have acquired and have a right to acquire
     under the Pequot Purchase Agreement and the Pequot/Constellation Purchase
     Agreement. The shares of our common stock underlying the Series A-3
     Preferred Stock and warrants that the Investors acquired from us on
     December 7, 2004 are being offered for sale pursuant to this prospectus.

(2)  Beneficial owner means any person who, directly or indirectly, through any
     contract arrangement, understanding, relationship or otherwise has or
     shares: (i) voting power, which includes the power to vote, or to direct
     the voting of, shares of our common stock; and/or (ii) investment power,
     which includes the power to dispose, or to direct the disposition of,
     shares of our common stock. A person is also deemed to be a beneficial
     owner of a security if that person has the right to acquire beneficial
     ownership of such security at any time within 60 days from the date of this
     reoffer prospectus.

(3)  Includes options previously granted to purchase shares of our common stock
     under the Plans, whether or not exercisable as of, or within 60 days of,
     the date of this reoffer prospectus; restricted stock units, whether or not
     restricted, as of, or within 60 days of, the date of this reoffer
     prospectus.

(4)  Mr. Rothman has served as our executive vice president since May 2004. He
     served as chairman of our board of directors from September 2002 to May
     2004. From May 1986 to August 2002, he served as our president. Mr. Rothman
     served as our chief executive officer from September 1996 to August 2002
     and as our co-chief executive officer from May 1986 to August 1996.

(5)  Includes shares of common stock that may purchased upon exercise of
     currently exercisable options granted pursuant to the 1993 Stock Option
     Plan, 1996 Stock Option Plan and the 1998 Stock Option Plan, as follows:
     Mr. Rothman, 65,200 shares; Mr Pavony, 65,200; Mr. Wasserman, 35,500; Mr.
     Lerner, 40,500; Mr. Nashman, 35,500.

(6)  Does not include 1,125 shares of our common stock held by Mr. Rothman's
     spouse.

(7)  Mr. Pavony has served as our executive vice president since December 2004.
     He served as our president from September 2002 to December 2004, as our
     chief operating officer from May through September 2004 and as our chief
     executive officer from September 2002 to May 2004. From September 1986 to
     August 2002, he served as chairman of our board of directors. From May 1986
     to August 1986, Mr. Pavony served as our co-chief executive officer and
     vice president.
Any selling securityholder may from time to time sell under this prospectus any
or all of the shares of common stock owned by it. Because the selling
securityholder is not obligated to sell any or all of the shares of common
stock, we cannot estimate the number of shares of common stock that the selling
securityholder will beneficially own after this offering. Also, this prospectus
does not include shares that may be acquired upon exercise of options that we
may grant under the Plans or our other various stock incentive plans in the
future. The shares issuable upon exercise of options granted under the Plans in
the future may subsequently be sold pursuant to this prospectus, as supplemented
to reflect the offering of such underlying shares for resale.

                                       29
PLAN OF DISTRIBUTION

The shares of our common stock being offered for sale pursuant to this
prospectus may be sold by underwriters or agents, the selling securityholders or
by pledgees, donees, transferees or other successors in interest of the selling
securityholders for their respective own accounts or through block trades.

We will receive none of the proceeds from such shares, other than proceeds, if
any, from the exercise of the options. The selling securityholders will pay or
assume brokerage commissions or other charges and expenses incurred in the sale
of the shares.

The distribution of the shares by the selling securityholders is not subject to
any underwriting agreement. The shares offered by the selling securityholders
may be sold from time to time at market prices prevailing at the time of sale,
at prices relating to such prevailing market prices or at negotiated prices. In
addition, the selling securityholders may sell their shares covered by this
prospectus through customary brokerage channels, either through broker-dealers
acting as agents or brokers, or through broker-dealers acting as principals, who
may then resell the shares, or at private sale or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.

The selling securityholders may from time to time pledge or grant a security
interest in some or all of the shares of our common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or
secured parties may offer and sell the shares from time to time under this
prospectus after we have filed an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list
of selling securityholders to include the pledgees, transferees or other
successors in interest as selling securityholders under this prospectus.

The selling securityholders also may transfer the shares of our common stock in
other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this
prospectus and may sell the shares stock from time to time under this prospectus
after we have filed an amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act amending the list of selling
securityholders to include the transferees, pledgees or other successors in
interest as selling securityholders under this prospectus.

The selling securityholders may effect such transactions by selling the shares
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions, commissions, or fees from
the selling securityholders and/or purchasers of the shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions).

The selling securityholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
these transactions, broker-dealers may engage in short sales of the shares in
the course of hedging the positions they assume with selling securityholders.
The selling securityholders may also sell shares short and redeliver the shares
to close out such short positions. The selling securityholders may enter into
options or other transactions with broker-dealers that require the delivery to
the broker-dealer of the shares. The broker-dealer may then resell or otherwise

                                       30
transfer such shares pursuant to this prospectus. The selling securityholders
also may loan or pledge the shares to a broker-dealer. The broker-dealer may
sell the shares so loaned, or upon default, the broker-dealer may sell the
pledged shares pursuant to this prospectus.

Any broker-dealer that participates with the selling securityholders in the
distribution of the shares being offered pursuant to this prospectus may be
deemed to be underwriters and any commissions received by them and any profit on
the resale of shares positioned by them might be deemed to be underwriting
discounts and commissions within the meaning of the Securities Act, in
connection with such sales.

Any shares covered by this prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.

We have agreed to indemnify the selling securityholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities Act.
To our knowledge, none of the selling securityholders has entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares of our common stock, nor is
there an underwriter or coordinating broker acting in connection with a proposed
sale of shares by any of the selling securityholders. If we are notified by any
selling securityholder that any material arrangement has been entered into with
a broker-dealer for the sale of shares offered pursuant to this prospectus, we
will, if required, file a supplement to this prospectus. If the selling
securityholders use this prospectus for any sale of the shares, they will be
subject to the prospectus delivery requirements of the Securities Act.

Each selling securityholder will be subject to applicable provisions of the
Exchange Act and the associated rules and regulations under the Exchange Act,
including Regulation M, which provisions may limit the timing of purchases and
sales of shares of our common stock by the selling securityholders.

In order to comply with the securities laws of various states, the common stock
will not be sold in a particular state unless the shares have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and complied with.

                                  LEGAL MATTERS

The validity of our common stock being offered pursuant to this prospectus will
be passed upon for us by Thelen Reid & Priest LLP.

                                     EXPERTS

Our consolidated financial statements appearing in our Annual Report on Form
10-K for the year ended March 31, 2004, have been incorporated by reference into
this prospectus and in the registration statement to which this prospectus forms
a part in reliance upon the reports of Goldstein Golub Kessler LLP, an
independent registered public accounting firm, given upon the authority of said
firm as experts in accounting and auditing.

                                       31
The consolidated financial statements for Vector Global Services, Inc., as of
and for the nine months ended September 30, 2004, appearing in our Current
Report on Form 8-K filed on December 13, 2004, and incorporated by reference
into this prospectus and registration statement, have been audited by UHY LLP,
an independent registered public accounting firm, as set forth in their report
thereon included therein and incorporated herein by reference, in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.

The consolidated financial statements of Vector Global Services, Inc. at
December 31, 2003 and 2002, and for each of the two years in the period ended
December 31, 2003, appearing in our Current Report on Form 8-K filed on December
13, 2004, and incorporated by reference into this prospectus and registration
statement, have been audited by Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon included therein and
incorporated herein by reference, in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

The audited financial statements for Network Catalyst, Inc. appearing in our
Current Report on Form 8-K filed on October 13, 2004 for the year ended December
31, 2003 and the six months ended June 30, 2004 have been incorporated by
reference into this prospectus and in the registration statement to which this
prospectus forms a part in reliance upon the reports of Squar, Milner, Reehl &
Williamson LLP, an independent registered public accounting firm, given upon the
authority of said firms as experts in accounting and auditing.

                          WHERE TO GET MORE INFORMATION

REGISTRATION STATEMENT

We have filed with the Securities and Exchange Commission a registration
statement on Form S-8 under the Securities Act with respect to our common stock
offered in this prospectus. This prospectus does not contain all of the
information set forth in the registration statement and the exhibits and
schedules to the registration statement. For further information with respect to
us and our common stock, we refer you to the registration statement and its
exhibits and schedules. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete and, in
each instance, reference is made to the copy of that contract or document filed
as an exhibit to the registration statement, each of these statements being
qualified in all respects by that reference. The registration statement,
including exhibits to the registration statement, may be inspected and copied at
the public reference facilities maintained by the SEC at its Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. You
should call 1-800-SEC-0330, for more information on the public reference room.
The SEC also maintains a world wide website at "http://www.sec.gov" that
contains reports, proxy and information statements and other information
regarding registrants, including us, which file electronically with the SEC. The
registration statement, including all exhibits and amendments to the
registration statement, is available on that website.

                                       32
OTHER INFORMATION

Government Filings

We are subject to the information reporting requirements of the Securities
Exchange Act of 1934, as amended. As such, we file annual, quarterly and special
reports, proxy statements and other documents with the SEC. These reports, proxy
statements and other documents may be inspected and copied at the public
reference facilities maintained by the SEC at its Public Reference Room at 450
Fifth Street, NW, Washington, D.C. 20549. You may also obtain copies of such
material by mail from the public reference facilities of the SEC's Washington,
D.C. offices, at prescribed rates. Please call the SEC, at 1-800-SEC-0330, for
further information on its public reference facilities. In addition, the SEC
maintains a world wide website that contains reports, proxy and information
statements and other information regarding registrants, including us, that file
electronically with the SEC at the address "http://www.sec.gov." Information
contained on the SEC website is not part of this prospectus.

Nasdaq

Our common stock is listed on The Nasdaq SmallCap Market. Material filed by us
can also be inspected and copied at the offices of Nasdaq at 1735 K Street,
N.W., Washington, D.C. 20006.

MTM Technologies, Inc.

Most of our SEC filings also are available at our website at
"http://www.mtm.com." Information contained on our website is not part of this
prospectus. We will provide you without charge, upon your oral or written
request, with a copy of any or all reports, proxy statements and other documents
we file with the SEC, as well as any or all of the documents incorporated by
reference in this prospectus or the registration statement (other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents). Requests for such copies should be directed to:

                          Investor Relations Department
                             MTM Technologies, Inc.
                                850 Canal Street
                           Stamford, Connecticut 06902
                        Telephone number: (203) 975-3700

                      INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" in this prospectus certain
information we file with the SEC, which means that:

     o    incorporated documents are considered part of this prospectus;

     o    we can disclose important information to you by referring you to those
          documents; and

     o    certain information that we file after the date of this prospectus
          with the SEC will automatically update and supersede information
          contained in this prospectus and the registration statement.

                                       33
We incorporate by reference the documents listed below and those filings we may
make with the SEC after the date of the initial registration statement and prior
to the effectiveness of such registration statement. We also incorporate by
reference any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act until this offering has been completed:

     o    our Annual Report on Form 10-K, for the fiscal year ended March 31,
          2004, filed with the SEC on June 29, 2004;

     o    our Current Report on Form 8-K (Date of Report: May 21, 2004), filed
          with the SEC on June 7, 2004;

     o    our Current Report on Form 8-K (Date of Report: June 18, 2004), filed
          with the SEC on June 22, 2004;

     o    our Quarterly Report on Form 10-Q for the fiscal quarter ended June
          30, 2004, filed with the SEC on August 13, 2004;

     o    our Current Report on Form 8-K (Date of Report: August 5, 2004), filed
          with the SEC on August 13, 2004;

     o    our Current Report on Form 8-K (Date of Report: September 16, 2004),
          filed with the SEC on September 22, 2004, as amended on Form 8-K/A,
          filed with the SEC on October 13, 2004;

     o    our Current Report on Form 8-K (Date of Report: October 7, 2004),
          filed with the SEC on October 7, 2004; as amended on Form 8-K/A, filed
          with the SEC on November 5, 2004;

     o    our Quarterly Report on Form 10-Q for the fiscal quarter ended
          September 30, 2004, filed with the SEC on November 15, 2004;

     o    our Current Report on Form 8-K (Date of Report: November 19, 2004),
          filed with the SEC on November 26, 2004;

     o    our Current Report on Form 8-K (Date of Report: December 1, 2004),
          filed with the SEC on December 2, 2004;

     o    our Current Report on Form 8-K (Date of Report: December 7, 2004),
          filed with the SEC on December 13, 2004, as amended on Form 8-K/A,
          filed with the SEC on February 17, 2005;

     o    our Current Report on Form 8-K (Date of Report: December 21, 2004),
          filed with the SEC on December 23, 2004;

     o    our Current Report on Form 8-K (Date of Report: January 3, 2005),
          filed with the SEC on January 6, 2005;

     o    our Current Report on Form 8-K (Date of Report: January 26, 2005),
          filed with the SEC on February 1, 2005;

     o    our Quarterly Report on Form 10-Q, for the fiscal quarter ended
          December 31, 2004, filed with the SEC on February 14, 2005; and

                                       34
o    the description of our common stock contained in the Registration
          Statement on Form 8-A we filed with the SEC in October 1993, including
          any amendment(s) or report(s) filed for the purpose of updating such
          description.

         SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

                                       35
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

We incorporate by reference the documents listed below and those filings we may
make with the SEC after the date of the initial registration statement and prior
to the effectiveness of such registration statement. We also incorporate by
reference any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act until this offering has been completed:

     o    our Annual Report on Form 10-K, for the fiscal year ended March 31,
          2004, filed with the SEC on June 29, 2004;

     o    our Current Report on Form 8-K (Date of Report: May 21, 2004), filed
          with the SEC on June 7, 2004;

     o    our Current Report on Form 8-K (Date of Report: June 18, 2004), filed
          with the SEC on June 22, 2004;

     o    our Quarterly Report on Form 10-Q for the fiscal quarter ended June
          30, 2004, filed with the SEC on August 13, 2004;

     o    our Current Report on Form 8-K (Date of Report: August 5, 2004), filed
          with the SEC on August 13, 2004;

     o    our Current Report on Form 8-K (Date of Report: September 16, 2004),
          filed with the SEC on September 22, 2004, as amended on Form 8-K/A,
          filed with the SEC on October 13, 2004;

     o    our Current Report on Form 8-K (Date of Report: October 7, 2004),
          filed with the SEC on October 7, 2004; as amended on Form 8-K/A, filed
          with the SEC on November 5, 2004;

     o    our Quarterly Report on Form 10-Q for the fiscal quarter ended
          September 30, 2004, filed with the SEC on November 15, 2004;

     o    our Current Report on Form 8-K (Date of Report: November 19, 2004),
          filed with the SEC on November 26, 2004;

     o    our Current Report on Form 8-K (Date of Report: December 1, 2004),
          filed with the SEC on December 2, 2004;

     o    our Current Report on Form 8-K (Date of Report: December 7, 2004),
          filed with the SEC on December 13, 2004, as amended on Form 8-K/A,
          filed with the SEC on February 17, 2005;

     o    our Current Report on Form 8-K (Date of Report: December 21, 2004),
          filed with the SEC on December 23, 2004;

                                      II-1
o    our Current Report on Form 8-K (Date of Report: January 3, 2005),
          filed with the SEC on January 6, 2005;

     o    our Current Report on Form 8-K (Date of Report: January 26, 2005),
          filed with the SEC on February 1, 2005;

     o    our Quarterly Report on Form 10-Q, for the fiscal quarter ended
          December 31, 2004, filed with the SEC on February 14, 2005; and

     o    the description of our common stock contained in the Registration
          Statement on Form 8-A we filed with the SEC in October 1993, including
          any amendment(s) or report(s) filed for the purpose of updating such
          description.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The Company incorporates by reference the disclosures contained in the section
"Legal Matters" of the prospectus forming a part of this registration for
information concerning the interest of the Company's counsel in the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the provisions of the certificate of incorporation and by-laws of the
Company, as amended to the date of this registration statement, each person who
is or was a director or officer of the Company shall be indemnified by the
Company to the full extent permitted or authorized by the Business Corporation
Law of the State of New York. Under such law, to the extent that such person is
successful on the merits of defense of a suit or proceeding brought against such
person by reason of the fact that such person is a director or officer of the
Company, such person shall be indemnified against expenses (including attorneys'
fees) reasonably incurred in connection with such action. If unsuccessful in
defense of a third-party civil suit or a criminal suit is settled, such a person
shall be indemnified under such law against both (a) expenses (including
attorneys' fees) and (b) judgments, fines and amounts paid in settlement if such
person acted in good faith and in a manner such person reasonably believed to be
in, or not opposed to, the best interests of the Company, and with respect to
any criminal action, had no reasonable cause to believe such person's conduct
was unlawful. If unsuccessful in defense of a suit brought by or in the right of
the Company, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Company.

The officers and directors of the Company are covered by officers' and
directors' liability insurance. The policy coverage is $10 million, which
includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $150,000.

                                      II-2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

Number   Description
------   -----------
 10.1    MTM Technologies, Inc. 2004 Equity Incentive Plan.*
 10.2    Micros-to-Mainframes, Inc. 2002 Long-Term Incentive Plan.
 10.3    Micros-to-Mainframes, Inc. 2000 Long-Term Incentive Plan.*
  5.1    Opinion and consent of Thelen Reid & Priest LLP.
 23.1    Consent of Goldstein Golub Kessler LLP.
 23.2    Consent of Ernst & Young LLP.
 23.3    Consent of UHY LLP.
 23.4    Consent of Squar, Milner, Reehl & Williamson LLP.
 23.5    Consent of Thelen Reid & Priest LLP [Included in legal opinion
         filed as exhibit 5.1]
 24.1    Power of Attorney.

_________________
*   Incorporated by reference. See Exhibit Index.

ITEM 9.

Undertakings.

(a)  The undersigned Company 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:

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

          (ii) reflect in the prospectus any facts or events arising after the
     effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     registration statement; notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement; and

          (iii) include any material information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this registration statement;

provided, however, that paragraphs (a)(i)(A) and (a)(i)(B) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the

                                       II-3
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.

(b) The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company'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 the 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange 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 expenses
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 in connection with the securities being
registered, the Company 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.

                                       II-4
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
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 Stamford, State of Connecticut, on March 4, 2005.

                                           MTM Technologies, Inc.

                                           By: /s/ Francis J. Alfano
                                               --------------------------------
                                               Francis J. Alfano,
                                               Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.

/s/ Gerald A. Poch*        Chairman of the Board of            March 4, 2005
-----------------------    Directors
     Gerald A. Poch

/s/ Francis J. Alfano*     Chief Executive Officer             March 4, 2005
-----------------------    (Principal Executive Officer)
   Francis J. Alfano       and Director

/s/ Alan Schwartz*         Senior Vice President and           March 4, 2005
-----------------------    Chief Financial Officer
     Alan Schwartz         (Principal Financial and
                           Accounting Officer)

/s/ Howard A. Pavony*      Executive Vice President            March 4, 2005
-----------------------    and Director
    Howard A. Pavony

/s/ Steven H. Rothman*     Executive Vice President            March 4, 2005
-----------------------    and Director
   Steven H. Rothman

                           Director                            March __, 2005
-----------------------
   Clifford Friedman

/s/ Richard R. Heitzmann*  Director                            March 4, 2005
-----------------------
  Richard R. Heitzmann

                           Director                            March __, 2005
-----------------------
     William Lerner

/s/ Alvin E. Nashman*      Director                            March 4, 2005
-----------------------
    Alvin E. Nashman

                           Director                            March __, 2005
-----------------------
  Arnold J. Wasserman

________

*By Francis J. Alfano, Attorney-in-Fact.

                                      II-5
MTM TECHNOLOGIES, INC.

REGISTRATION STATEMENT ON FORM S-8

EXHIBIT INDEX

    Exhibit
    Number     Description
    ------     -----------
     10.1      MTM Technologies, Inc. 2004 Equity Incentive Plan. [Incorporated
               by reference to Appendix L to the proxy statement contained as
               part of the Company's definitive Schedule 14A, filed with the SEC
               on April 15, 2004.]
     10.2      Micros-to-Mainframes, Inc. 2002 Long-Term Incentive Plan.
     10.3      Micros-to-Mainframes, Inc. 2000 Long-Term Incentive Plan.
               [Incorporated by reference to exhibit 99.B1 to the Company's
               definitive Schedule 14A, filed with the SEC on September 25,
               2000.]
     5.1       Opinion and consent of Thelen Reid & Priest LLP
     23.1      Consent of Goldstein Golub Kessler LLP.
     23.2      Consent of Ernst & Young LLP
     23.3      Consent of UHY LLP
     23.4      Consent of Squar, Milner, Reehl & Williamson LLP
     23.5      Consent of Thelen Reid & Priest LLP [Included in legal opinion
               filed as exhibit 5.1]
     24.1      Power of Attorney.

                                      II-6