<PAGE>

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

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

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

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

                                 MSU CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

                         Elder House, 526-528 Eldergate
                     Central Milton Keynes, MK9 1LR, England
                               011-44-1908-232100
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                       Keith Peirson Compromise Agreement
                       ----------------------------------
                            (Full title of the plan)

          Letter Granting Options to Certain MSU Corporation Employees
          ------------------------------------------------------------
                           (Full title of the plan)

                                  Darran Evans
                                 MSU CORPORATION
                         Elder House, 526-528 Eldergate
                     Central Milton Keynes, MK9 1LR, England
                     ---------------------------------------
                     (Name and address of agent for service)

                              011-44-1908-232100
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                              Gerald A. Adler, Esq.
                               Bondy & Schloss LLP
                         6 East 43rd Street, 25th Floor
                            New York, New York 10017
                              Phone: (212) 661-3535
                               Fax: (212)972-1677


<PAGE>

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Title of Each         Amount to be       Proposed            Proposed           Registration Fee
Class of              Registered         Maximum             Maximum
Securities to be                         Offering Price      Aggregate
 Registered                              Per Share           Offering Price
------------------------------------------------------------------------------------------------
<S>                   <C>                <C>                 <C>                <C>
Common Stock,         150,000(1)         $0.65               $97,500
par value $0.01
per share
------------------------------------------------------------------------------------------------
Common Stock,         200,000(1)         $2.25               $450,000
par value $0.01
per share
------------------------------------------------------------------------------------------------
Common Stock,         205,500(2)         $3.56               $402,410
par value $0.01
per share
------------------------------------------------------------------------------------------------
TOTAL                                                        $949,910           $264.08
------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents 350,000 shares, in the aggregate, to be issued to Mr. Keith
     Peirson as compensation for services rendered pursuant to a certain
     Compromise Agreement, dated as of June 17, 1999.

(2)  Represents 205,500 shares issuable upon exercise of options granted to
     certain employees of the Registrant.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by MSU Corporation (the "Registrant"), a Florida
Corporation on December 8, 1999, the following shall constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended:

         This Registration Statement covers 555,500 shares of the Company's
common stock, par value $.01 per share ("Common Stock").

         Item 1.  Plan Information

         (a)      General Plan Information



<PAGE>

                  The Registrant and Mr. Keith Peirson entered into a Compromise
Agreement (the "Peirson Plan") the nature and purpose of which were to specify
the terms and conditions of the termination of Mr. Peirson's employment with the
Registrant.

                  The Registrant has issued letters (the "Granting Letters") to
certain employees granting them employee bonus stock options pursuant to which
said employees were granted options to purchase an aggregate of 205,500 shares
of the Company's common stock, par value $0.01 per share at exercise prices of
between $0.75 and $3.56 per share. The options were granted at various times
from January 5, 1995 to November 1, 1999 and the last of these options expire on
October 31, 2004.

                  The Peirson Plan and the Granting Letters are sometimes
hereinafter collectively referred to as the "Plans" and Peirson and the
participants in the Granting Letters are collectively referred to as the
"Participants".

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

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

         (b)      Securities to be Offered

                  (1) Shares of Common Stock

         (c)      Employees Who May Participate in the Plan

                  Employees who have received Granting Letters from the
                  Registrant are the only eligible to receive options under the
                  Granting Letters. Mr. Keith Peirson (an "employee" defined by
                  General Instruction A.1(a) of Form S-8) is the only eligible
                  Participant in the Compromise Agreement.

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

                  (1)&(2) The Participants in both Plans will be issued shares
of Common Stock upon the exercise of the bonus stock options.

                  (3)      Contributions by the Participants are not applicable

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

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

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


<PAGE>

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

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

         (g)      Investment of Funds

                  Not Applicable


         (h)      Withdrawal from Plans; Assignment of Contract

                  (1) Withdrawal from Plans - Not Applicable

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

         (i)      Forfeiture and Penalties

                  There are no provisions for forfeiture or penalties under the
                  Plans.

         (j)      Charges and Deductions and Liens Therefore

                  There are no charges and deductions that may be made against
the Participant's interest in the Plans.

         Item 2.  Registrant Information and Employee Plan Annual Information.

                  Registrant shall provide to the Participants, without charge,
upon written or oral request, the documents incorporated by reference in Item 3
of Part II of this Registration Statement. The Registrant shall also provide to
the Participant, without charge, upon written or oral request, all of the
documents required to be delivered to the Participants pursuant to Rule 428(b).
Any and all such requests shall be directed to the Registrant at the address set
forth on the cover page hereof. Its telephone number is 011 44 1908 232100

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

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


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

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

Item 4. Description of Securities.

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


Item 5. Interests of Named Experts and Counsel.

          Gerald A. Adler, a partner in Bondy & Schloss LLP, owns 8,000 shares
of Common Stock of the Registrant and Warrants to purchase 4,000 shares of
Common Stock.

<PAGE>

Item 6. Indemnification of Directors and Officers.

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

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

3.1      Articles of Incorporation (Contained in exhibits to the Registration
         Statement on Form S-18, File No. 33-07861-A, declared effective by the
         Securities and Exchange Commission on November 6, 1986).

3.2      Amendment to Articles of Incorporation (Contained in exhibits to the
         Registration Statement on Form S-18, File No. 33-07861-A, declared
         effective by the Securities and Exchange Commission on November 6,
         1986).

3.3      Bylaws (Contained in exhibits to the Registration Statement on Form
         S-18, File No. 33-07861-A, declared effective by the Securities and
         Exchange Commission on November 6, 1986).

4.1      * Keith Peirson Compromise Agreement.

4.2      * Form of Letter Granting Options to Certain MSU Corporation Employees.


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

23.1     * Consent of Moore Stephens Lovelace, P.A.

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

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

- ----------
* Filed herewith.
<PAGE>

Item 9. Undertakings.

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material changes to such
information in the Registration Statement; (2) That, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; (3) To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions of Item 6 of this Registration
Statement, or otherwise, the Registrant has been advised that, in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Central Milton Keyes, England on the 3rd day of December 1999.

                                           MSU CORPORATION

                                       By: /s/ Richard H. Philips
                                           ------------------------------------
                                           Richard H. Phillips
                                           Director and Chief Financial Officer



<PAGE>

                                POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 3rd day of December, 1999.

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

/s/ Jeremy Miles Simpson        Chairman of the Board/Director
-----------------------------
Jeremy Miles Simpson


/s/ Darran Evans                Chief  Executive Officer/Director
-----------------------------
Darran Evans


/s/ William Derek Snowdon       Secretary / Director
-----------------------------
William Derek Snowdon


/s/ Richard Horby Philips       Chief Financial and Accounting Officer/Director
-----------------------------
Richard Horby Phillips


/s/ Wynford P. Holloway
-----------------------------
Wynford P. Holloway             Director


                                Director
-----------------------------
Fred Kashkooli


/s/ Jeff Green                  Director
-----------------------------
Jeff Green


/s/ Stephen Coles               Director
-----------------------------
Stephen Coles


<PAGE>

                                  EXHIBIT INDEX

Exhibit
  No.
-------

3.1      Articles of Incorporation (Contained in exhibits to the Registration
         Statement on Form S-18, File No. 33-07861-A, declared effective by the
         Securities and Exchange Commission on November 6, 1986).

3.2      Amendment to Articles of Incorporation (Contained in exhibits to the
         Registration Statement on Form S-18, File No. 33-07861-A, declared
         effective by the Securities and Exchange Commission on November 6,
         1986).

3.3      Bylaws (Contained in exhibits to the Registration Statement on Form
         S-18, File No. 33-07861-A, declared effective by the Securities and
         Exchange Commission on November 6, 1986).

4.1      * Keith Peirson Compromise Agreement.

4.2      * Form of Letter Granting Options to Certain MSU Corporation Employees.

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

23.1     * Consent of Moore Stephens Lovelace, P.A.

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

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


* Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21998}]
{"company-data": {"conformed-name": "MSU CORP", "cik": "0000798952", "assigned-sic": "3674", "irs-number": "222748288", "state-of-incorporation": "FL", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92289", "film-number": "99770339"}, "business-address": {"street1": "ELDER HOUSE 526-528 ELDER GATE", "street2": "CENTRAL MILTON KEYNES", "city": "ENGLAND MK9 1LR", "state": "X0", "phone": "0114419082"}, "mail-address": {"street1": "ELDER HOUSE 526-528 ELDER GATE", "street2": "CENTRAL MILTON KEYNES", "city": "ENGLAND MK9 1LR", "state": "X0"}, "former-company": {"former-conformed-name": "CAPITAL ACQUISITION CO", "date-changed": "19920703"}}
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                 MSU CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

                         Elder House, 526-528 Eldergate
                     Central Milton Keynes, MK9 1LR, England
                               011-44-1908-232100
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                       Keith Peirson Compromise Agreement
                       ----------------------------------
                            (Full title of the plan)

          Letter Granting Options to Certain MSU Corporation Employees
          ------------------------------------------------------------
                           (Full title of the plan)

                                  Darran Evans
                                 MSU CORPORATION
                         Elder House, 526-528 Eldergate
                     Central Milton Keynes, MK9 1LR, England
                     ---------------------------------------
                     (Name and address of agent for service)

                              011-44-1908-232100
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                              Gerald A. Adler, Esq.
                               Bondy & Schloss LLP
                         6 East 43rd Street, 25th Floor
                            New York, New York 10017
                              Phone: (212) 661-3535
                               Fax: (212)972-1677
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with Dividend or
Interest Reinvestment Plans, check the following line:   X
                                                       -----

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
Title of Each         Amount to be       Proposed            Proposed           Registration Fee
Class of              Registered         Maximum             Maximum
Securities to be                         Offering Price      Aggregate
 Registered                              Per Share           Offering Price
------------------------------------------------------------------------------------------------
Common Stock,         150,000(1)         $0.65               $97,500
par value $0.01
per share
------------------------------------------------------------------------------------------------
Common Stock,         200,000(1)         $2.25               $450,000
par value $0.01
per share
------------------------------------------------------------------------------------------------
Common Stock,         205,500(2)         $3.56               $402,410
par value $0.01
per share
------------------------------------------------------------------------------------------------
TOTAL                                                        $949,910           $264.08
------------------------------------------------------------------------------------------------
(1)  Represents 350,000 shares, in the aggregate, to be issued to Mr. Keith
     Peirson as compensation for services rendered pursuant to a certain
     Compromise Agreement, dated as of June 17, 1999.

(2)  Represents 205,500 shares issuable upon exercise of options granted to
     certain employees of the Registrant.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by MSU Corporation (the "Registrant"), a Florida
Corporation on December 8, 1999, the following shall constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended:

         This Registration Statement covers 555,500 shares of the Company's
common stock, par value $.01 per share ("Common Stock").

         Item 1.  Plan Information

         (a)      General Plan Information
The Registrant and Mr. Keith Peirson entered into a Compromise
Agreement (the "Peirson Plan") the nature and purpose of which were to specify
the terms and conditions of the termination of Mr. Peirson's employment with the
Registrant.

                  The Registrant has issued letters (the "Granting Letters") to
certain employees granting them employee bonus stock options pursuant to which
said employees were granted options to purchase an aggregate of 205,500 shares
of the Company's common stock, par value $0.01 per share at exercise prices of
between $0.75 and $3.56 per share. The options were granted at various times
from January 5, 1995 to November 1, 1999 and the last of these options expire on
October 31, 2004.

                  The Peirson Plan and the Granting Letters are sometimes
hereinafter collectively referred to as the "Plans" and Peirson and the
participants in the Granting Letters are collectively referred to as the
"Participants".

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

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

         (b)      Securities to be Offered

                  (1) Shares of Common Stock

         (c)      Employees Who May Participate in the Plan

                  Employees who have received Granting Letters from the
                  Registrant are the only eligible to receive options under the
                  Granting Letters. Mr. Keith Peirson (an "employee" defined by
                  General Instruction A.1(a) of Form S-8) is the only eligible
                  Participant in the Compromise Agreement.

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

                  (1)&(2) The Participants in both Plans will be issued shares
of Common Stock upon the exercise of the bonus stock options.

                  (3)      Contributions by the Participants are not applicable

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

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

                  (6) The shares issuable pursuant to the Plans will be newly
issued shares of the Registrant.
(e) There are no resale restrictions on the securities offered.

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

         (g)      Investment of Funds

                  Not Applicable

         (h)      Withdrawal from Plans; Assignment of Contract

                  (1) Withdrawal from Plans - Not Applicable

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

         (i)      Forfeiture and Penalties

                  There are no provisions for forfeiture or penalties under the
                  Plans.

         (j)      Charges and Deductions and Liens Therefore

                  There are no charges and deductions that may be made against
the Participant's interest in the Plans.

         Item 2.  Registrant Information and Employee Plan Annual Information.

                  Registrant shall provide to the Participants, without charge,
upon written or oral request, the documents incorporated by reference in Item 3
of Part II of this Registration Statement. The Registrant shall also provide to
the Participant, without charge, upon written or oral request, all of the
documents required to be delivered to the Participants pursuant to Rule 428(b).
Any and all such requests shall be directed to the Registrant at the address set
forth on the cover page hereof. Its telephone number is 011 44 1908 232100
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

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

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

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

Item 4. Description of Securities.

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

Item 5. Interests of Named Experts and Counsel.

          Gerald A. Adler, a partner in Bondy & Schloss LLP, owns 8,000 shares
of Common Stock of the Registrant and Warrants to purchase 4,000 shares of
Common Stock.
Item 6. Indemnification of Directors and Officers.

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

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

3.1      Articles of Incorporation (Contained in exhibits to the Registration
         Statement on Form S-18, File No. 33-07861-A, declared effective by the
         Securities and Exchange Commission on November 6, 1986).

3.2      Amendment to Articles of Incorporation (Contained in exhibits to the
         Registration Statement on Form S-18, File No. 33-07861-A, declared
         effective by the Securities and Exchange Commission on November 6,
         1986).

3.3      Bylaws (Contained in exhibits to the Registration Statement on Form
         S-18, File No. 33-07861-A, declared effective by the Securities and
         Exchange Commission on November 6, 1986).

4.1      * Keith Peirson Compromise Agreement.

4.2      * Form of Letter Granting Options to Certain MSU Corporation Employees.

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

23.1     * Consent of Moore Stephens Lovelace, P.A.

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

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

- ----------
* Filed herewith.
Item 9. Undertakings.

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material changes to such
information in the Registration Statement; (2) That, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; (3) To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions of Item 6 of this Registration
Statement, or otherwise, the Registrant has been advised that, in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Central Milton Keyes, England on the 3rd day of December 1999.

                                           MSU CORPORATION

                                       By: /s/ Richard H. Philips
                                           ------------------------------------
                                           Richard H. Phillips
                                           Director and Chief Financial Officer
POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 3rd day of December, 1999.

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

/s/ Jeremy Miles Simpson        Chairman of the Board/Director
-----------------------------
Jeremy Miles Simpson

/s/ Darran Evans                Chief  Executive Officer/Director
-----------------------------
Darran Evans

/s/ William Derek Snowdon       Secretary / Director
-----------------------------
William Derek Snowdon

/s/ Richard Horby Philips       Chief Financial and Accounting Officer/Director
-----------------------------
Richard Horby Phillips

/s/ Wynford P. Holloway
-----------------------------
Wynford P. Holloway             Director

                                Director
-----------------------------
Fred Kashkooli

/s/ Jeff Green                  Director
-----------------------------
Jeff Green

/s/ Stephen Coles               Director
-----------------------------
Stephen Coles
EXHIBIT INDEX

Exhibit
  No.
-------

3.1      Articles of Incorporation (Contained in exhibits to the Registration
         Statement on Form S-18, File No. 33-07861-A, declared effective by the
         Securities and Exchange Commission on November 6, 1986).

3.2      Amendment to Articles of Incorporation (Contained in exhibits to the
         Registration Statement on Form S-18, File No. 33-07861-A, declared
         effective by the Securities and Exchange Commission on November 6,
         1986).

3.3      Bylaws (Contained in exhibits to the Registration Statement on Form
         S-18, File No. 33-07861-A, declared effective by the Securities and
         Exchange Commission on November 6, 1986).

4.1      * Keith Peirson Compromise Agreement.

4.2      * Form of Letter Granting Options to Certain MSU Corporation Employees.

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

23.1     * Consent of Moore Stephens Lovelace, P.A.

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

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

* Filed herewith.