As filed with the Securities and Exchange Commission on October 22, 1999
                                                            Registration No. 333


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ----------------------
                              CORNERSTONE INTERNET
                                SOLUTIONS COMPANY
             (Exact Name of Registrant as it Appears in its Charter)

                  New York                                     22-3272662
         (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization)                     Identification No.)

                  584 Broadway, Suite 509                     10012
                  New York, New York                        (Zip Code)
         (Address of principal executive offices)



    1994 Incentive and Nonqualified Stock Option Plan of Cornerstone Internet
                  Solutions Company and Options to Consultants
                            (Full title of the plan)


                                Edward Schroeder
                      President and Chief Executive Officer
                     Cornerstone Internet Solutions Company
                             584 Broadway, Suite 509
                               New York, New York
                     (Name and address of agent for service)


          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                              Steven Wolosky, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                    505 Park Avenue, New York, New York 10022
                                 (212) 753-7200

               Approximate date of proposed sales pursuant to the
            plan: From time to time after the effective date of this
                             registration statement.

<PAGE>
                                  CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

<S>                          <C>                             <C>                   <C>                    <C>
Common Stock
par value, $.01 per
share....................    2,150,000(2)(3)                 $2.22720              $4,788,500             $1,331.20
</TABLE>

(1)      Pursuant  to Rule 416,  the  registration  statement  also  covers such
         indeterminate  additional shares of Common Stock as may become issuable
         as a result of any future  anti-dilution  adjustment in accordance with
         the terms of the 1994  Incentive  and  Non-Qualified  Stock Option Plan
         (the "1994 Plan") and the consultants' options.
(2)      The number of shares  available for the grant of options under the 1994
         Plan has  been  increased  from  1,500,000  to  3,250,000.  The  shares
         underlying  the options to purchase  1,500,000  shares were  previously
         registered.
(3)      Includes an aggregate of  approximately  900,000 shares with respect to
         which options were granted  under the 1994 Plan at an average  exercise
         price of $2.14  per share  and an  aggregate  of  400,000  shares  with
         respect to which options were granted to the consultants at an exercise
         price of $2.375 per share. An additional  approximately  850,000 shares
         of Common  Stock may be offered  under the 1994 Plan.  Pursuant to Rule
         457(g) and (h), the  offering  price for the shares which may be issued
         under the 1994 Plan is estimated  solely for the purpose of determining
         the registration fee and is based on the closing price of the Company's
         Common Stock of $2.25 as reported by the Nasdaq Stock Market on October
         19, 1999.




                                      -ii-

<PAGE>
                                EXPLANATORY NOTES

         Cornerstone  Internet  Solutions Company has prepared this registration
statement in accordance  with the  requirements of Form S-8 under the Securities
Act of 1933, to register  shares of our common stock,  $.01 par value per share,
issuable pursuant to the 1994 Plan and a consulting agreement (the "Consultant's
Option").  The shares issued pursuant to the Consultant's  Option were issued to
the principals of a consulting partnership.

         This Form S-8 includes a reoffer prospectus prepared in accordance with
Part I of Form S-3 under the  Securities  Act.  The  reoffer  prospectus  may be
utilized for reofferings and resales of shares of Common Stock acquired pursuant
to the 1994 Plan , the Consultant's  Options,  the 1994 Consultant's Option Plan
and the 1995  Directors  Stock  Option Plan by selling  stockholders  who may be
deemed an "affiliate"  (as such term is defined in Rule 405 under the Securities
Act) of the Company. Some of these shares were previously registered.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Company will provide documents containing the information specified
in Part 1 of Form S-8 to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act.  Pursuant to the  instructions  to Form S-8, the Company is not
required to file these documents either as part of this  registration  statement
or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424 under the
Securities Act.




                                      -iii-

<PAGE>
                                   PROSPECTUS

                                2,270,000 SHARES
                     CORNERSTONE INTERNET SOLUTIONS COMPANY
                          Common Stock ($.01 par value)


         This  prospectus  relates to the reoffer and resale by certain  selling
stockholders  of  shares  of our  common  stock  that may be issued by us to the
selling  stockholders  upon the exercise of stock options  granted under our (i)
1994 Incentive and Non-Qualified Stock Option Plan, (ii) consulting  agreements,
(iii) our 1994  Consultant  Stock Option Plan or (iv) our 1995 Stock Option Plan
for Outside Directors. We previously registered the offer and sale of the shares
to the selling stockholders.  This prospectus also relates to certain underlying
options that have not as of this date been granted. If and when such options are
granted to persons  required  to use the  prospectus  to reoffer  and resell the
shares underlying such options, we will distribute a prospectus supplement.  The
shares  are  being   reoffered  and  resold  for  the  account  of  the  selling
stockholders  and we will not receive any of the proceeds from the resale of the
shares.

         The  selling  stockholders  have  advised  us that the  resale of their
shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq  SmallCap  Market,  in negotiated  transactions  or otherwise,  at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan  of  Distribution."  We will  bear all  expenses  in  connection  with the
preparation of this prospectus.

         Our common  stock is traded on the  Nasdaq  SmallCap  Market  under the
symbol "CNRS".  On October 19, 1999, the closing price for the Common Stock,  as
reported by the Nasdaq SmallCap Market, was $2.25.


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

     This investment involves risk. See "Risk Factors" beginning at page 5.

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



         NEITHER  THE SEC NOR ANY STATE  SECURITIES  COMMISSION  HAS  DETERMINED
WHETHER THIS  PROSPECTUS IS TRUTHFUL OR COMPLETE.  THEY HAVE NOT MADE,  NOR WILL
THEY MAKE, ANY  DETERMINATION AS TO WHETHER ANYONE SHOULD BUY THESE  SECURITIES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is October 22, 1999.

                                       -1-

<PAGE>
                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and  copy any  document  we file at the  SEC's  public  reference  room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You
may obtain further  information on the operation of the public reference room by
calling the SEC at 1-  800-SEC-0330.  Our SEC filings are also  available to the
public over the  Internet at the SEC's web site at  http://www.sec.gov.  You may
also request  copies of such  documents,  upon payment of a duplicating  fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Our common
stock is  listed  on the  Nasdaq  SmallCap  Market  and such  reports  and other
information  may also be  inspected at the offices of Nasdaq at 1735 "K" Street,
N.W., Washington, D.C. 20006-1500.



                                       -2-

<PAGE>
                                TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION........................................2

INCORPORATION BY REFERENCE.................................................4

ABOUT THIS PROSPECTUS......................................................4

RISK FACTORS...............................................................5

USE OF PROCEEDS...........................................................10

FORWARD LOOKING STATEMENTS................................................10

SELLING STOCKHOLDERS......................................................11

PLAN OF DISTRIBUTION......................................................13

LEGAL MATTERS.............................................................14

EXPERTS  .................................................................14

ADDITIONAL INFORMATION....................................................14




                                       -3-

<PAGE>
                           INCORPORATION BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this  prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended:

         (1)      Our  Annual  Report on Form  10-KSB for the year ended May 31,
                  1999;

         (2)      Our  Quarterly  Report on Form  10-QSB for the  quarter  ended
                  August 31, 1999; and

         (3)      Our Application  for  Registration of our common stock on Form
                  8-A dated September 28, 1994.

         You may request a copy of these filings, excluding the exhibits to such
filings  which  we have  not  specifically  incorporated  by  reference  in such
filings, at no cost, by writing or telephoning us at the following address:

                           Cornerstone Internet Solutions Corp.
                           584 Broadway, Suite 509
                           New York, New York 10012
                           Attention: Chief Financial Officer
                           (212) 343-3920


         This  prospectus is part of a registration  statement we filed with the
SEC.  You  should  rely only on the  information  provided  or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide you with different information.  The selling stockholders
will not make an offer of these  shares  in any  state  where  the  offer is not
permitted.  You should not assume that the information in this prospectus or any
supplement  is accurate as of any other date than the date on the front of those
documents.


                                       -4-

<PAGE>
                                  RISK FACTORS

         We have  two  synergistic  businesses.  Our  wholly  owned  subsidiary,
USWeb/CKS Cornerstone,  is in the Internet based professional services business,
and our  majority  owned  subsidiary,  B2Bgalaxy.com,  Inc.  owns  and  operates
industry  specific  portals for  business to business  e-commerce.  The first of
these portals was launched in May 1999 and is called FOODgalaxy.com.

         There are a variety of risks and factors  that may affect our  results.
Many of these are beyond our  control.  All of these  should be  considered  and
taken into account when considering an investment in our securities.

         WE HAVE INCURRED SUBSTANTIAL OPERATING LOSSES AND MAY NEVER BECOME
PROFITABLE.

         At August 31, 1999, our accumulated  deficit was  $34,357,752.  For the
fiscal year ended May 31, 1999 and the three months  ended  August 31, 1999,  we
incurred net losses of $3,645,350 and $1,035,031, respectively. We have incurred
a net loss in each  year of our  existence,  and have  financed  our  operations
primarily  through sales of equity and debt  securities.  Our expense levels are
high and our revenues are difficult to predict. The independent auditors' report
on our  financial  statements  for the year ended May 31,  1999  states that our
recurring  losses from operations raise  substantial  doubt about our ability to
continue as a going concern.

         We expect to incur net losses for the foreseeable  future. We may never
achieve or sustain  significant  revenues or  profitability  on a  quarterly  or
annual  basis in the future.  Our future  operating  results will depend on many
factors, including:

         o    reduction of our operating expenses

         o    expanding our customer base and engagement size

         o    product and price competition in our industry

         o    our ability to develop and market our services and control costs



         WE HAVE  LIMITED  WORKING  CAPITAL  AND MAY BE  UNABLE  TO  OBTAIN  THE
NECESSARY FUNDING TO EXPAND AND IMPROVE OUR BUSINESS.

         As of August 31, 1999, we had working capital of $1,812,186. We believe
that our existing resources will be adequate for our cash needs through February
2000. Beyond such period, we may need to raise substantial additional capital to
pay for our operations and support more rapid expansion, develop new or enhanced
services and products,  respond to competitive  pressures,  or take advantage of
unanticipated opportunities.  We are uncertain whether additional financing will
be  available on  acceptable  terms or at all. If we raise  additional  funds by
issuing equity securities, our stockholders will be further diluted. If adequate
funds are unavailable,  we may delay, curtail,  reduce the scope of or eliminate
the  expansion of our  operations  and/or our  marketing and sales efforts which
could have a material  adverse  effect on our  financial  condition and business
operations.


                                       -5-

<PAGE>

         THE TIMING OF OUR REVENUES AND THE INTRODUCTION  AND MARKET  ACCEPTANCE
OF OUR PRODUCTS MAY VARY  RESULTING IN  SIGNIFICANT  VARIATIONS IN OUR OPERATING
RESULTS.

         Our revenues and operating results may vary due to:

              o   the number and dollar  value of client  engagements  commenced
                  and completed during a quarter

              o   our  ability to  complete  client  assignments  on time and as
                  scheduled

              o   technical difficulties with respect to the use of the Internet

              o   the number of working days in a quarter

              o   employee hiring and utilization rates

              o   capital expenditures and other costs relating to the expansion
                  of operations

              o   acceptance of our e-commerce  application by a large number of
                  users

         The timing of revenues is difficult to forecast because our sales cycle
is  relatively  long and may  depend  on the size and scope of  assignments  and
general  economic  conditions.  Because a high  percentage  of our  expenses are
relatively  fixed,  a change  in the  timing of the  beginning  or end of client
assignments,  particularly  at or  near  the  end of any  quarter,  could  cause
operating  results to  significantly  vary from quarter to quarter and result in
reported  losses for that  quarter.  In  addition,  clients  can  terminate  our
engagement  earlier than expected  resulting in a higher than expected number of
unassigned persons or higher severance expenses.

         While we adjust  professional  staffs to reflect active  projects,  our
past  history  is of  limited  value.  We  have to  staff  to the  level  of our
projections.  If our projections are inaccurate,  we may be unable to adjust our
staff so that it corresponds to our revenues.  Finally,  because we perform work
on a fixed-price  basis,  we also bear the risk of cost overruns and  inflation.
New product  introductions and market acceptance of new and enhanced versions of
our products or the products of third parties may also significantly  affect our
operating results.

         THE FUTURE  SUCCESS OF OUR  BUSINESS  DEPENDS ON OUR ABILITY TO ATTRACT
AND RETAIN CONSULTING PROFESSIONALS AND TECHNICAL AND SALES PERSONNEL.

         Our  success  depends  in large part upon our  ability  to attract  and
retain qualified consulting  professionals and information technology personnel.
We believe we need to hire  additional  consulting  professionals  and technical
personnel to improve existing  products and services and to develop new products
and services and new sales  personnel  to sell our  products and  services.  The
inability to attract new personnel  could have a material  adverse effect on our
results of operations.  It is difficult to locate  consulting  professionals and
technical and sales  personnel  with the  combination  of skills and  attributes
required  to execute  our  strategy.  Although we have  attracted  and  retained
qualified  employees,  qualified  consulting  professionals  are in particularly
great demand and will remain a limited resource for the foreseeable future.


                                       -6-

<PAGE>
Our consulting professionals and employees can terminate their employment at any
time. Accordingly, we may be unable to continue to retain and attract qualified
consulting professionals and employees.

         WE HAVE HAD A LIMITED OPERATING HISTORY

         While our internet  services  revenue  increased from $1,182,600 in the
fiscal  year ended May 31, 1998 to  $3,205,869  in the fiscal year ended May 31,
1999,  we have a  limited  operating  history  with  our  Internet  professional
services and business to business  e-commerce  businesses.  As a result, we must
overcome the challenges that start-up  companies in such businesses face such as
strengthening and growing our operations,  attracting,  retaining and motivating
qualified  employees,  securing and executing  client  assignments and obtaining
users of our e-commerce application.

         OUR FUTURE  SUCCESS  WILL DEPEND ON OUR ABILITY TO MANAGE THE GROWTH OF
OUR BUSINESS

         Because our  business is in an early  development  stage,  its ultimate
success depends on our ability to manage its growth. In the future, we will have
to increase  staff  rapidly and  integrate  new  personnel  into our  operations
without affecting  productivity.  We will have to ensure that our administrative
systems and  procedures  are  adequate to handle such growth.  In addition,  our
current management is devoting significant time to developing  B2Bgalaxy.  It is
unclear whether our systems,  procedures or controls will be adequate to support
our  operations  or that  our  management  will be able  to  achieve  the  rapid
execution necessary to exploit our business plan. If our systems,  procedures or
controls are inadequate, our operations and financial condition will suffer.

         OUR FUTURE SUCCESS WILL DEPEND ON THE CONTINUING GROWTH OF THE INTERNET
AND THE ACCEPTANCE OF E-COMMERCE

         A  substantial  portion of our  revenues is expected to be derived from
services  that depend upon the adoption of Internet  solutions and the continued
development of the Internet and e-commerce.  Many critical issues related to the
Internet,  its use, and the use of e-commerce  remain  unresolved  and may, when
resolved,  affect the growth and use of the Internet and e-commerce.  Should the
use of the Internet and  e-commerce  stop  growing as currently  predicted,  our
revenues and margins  will suffer  significantly.  In addition,  as the Internet
economy evolves, companies may decide to use their own staff to develop Internet
related solutions or may decide to use packaged  applications software either of
which would  reduce the demand for  professional  services and make it difficult
for us to increase revenues and maintain adequate margins.

         WE NEED TO ADAPT TO RAPID TECHNOLOGICAL CHANGE

         The market for Internet  professional services and business to business
e-commerce  is  characterized  by  rapid  technological  changes,  frequent  new
products  and  service  introductions  and  evolving  industry  standards.   The
introduction  of services  embodying  new  processes  and  technologies  and the
emergence  of new  industry  standards  can  rapidly  render  existing  services
obsolete  and  unmarketable.  Our success in  adjusting  to rapid  technological
change will depend on our ability to:

         o        develop  and  introduce  new  services  that  keep  pace  with
                  technological developments and emerging industry standards

         o        address the  increasingly  sophisticated  and varied  needs of
                  customers


                                       -7-

<PAGE>

         Due to inadequate technical expertise,  insufficient  finances or other
reasons,  we may be unable to accomplish these tasks.  Such failure would have a
material adverse effect on our operating results and financial condition.

         OUR  PROFITABILITY  WILL BE  ADVERSELY  AFFECTED  IF THE  COSTS  OF OUR
SERVICES EXCEEDS THE FIXED PRICE

         A large  portion of our  professional  services  revenues  are and will
continue to come from fixed-price contracts,  as distinguished from billing on a
time and materials  basis.  We assume  greater  financial  risk from fixed price
contracts.  If the pricing is incorrect or there are delays in our projects, our
costs may exceed the related revenues,  and we may be required to pay penalties,
any of which could have a material  adverse  effect on our results of  operation
and financial condition.

         WE MAY BE LIABLE IF OUR CUSTOMERS ARE DISSATISFIED WITH OUR PERFORMANCE
OR FOR LEGAL VIOLATIONS COMMITTED BY OUR EMPLOYEES OR CONSULTANTS

         Many of our professional services engagements as well as the use of our
e-commerce application, involve applications that are critical to the operations
of  our  clients  and  subscribers.  If  our  customers  are  dissatisfied,  our
reputation may suffer or we may be subject to claims of substantial  damages. We
also  often use and are  aware of client  information  that is  confidential  or
proprietary.  We have implemented  procedures to ensure against the unauthorized
use or dissemination of such information and attempt to negotiate contracts with
our customers to limit our liability.  We also have general liability  insurance
but we lack any  insurance  for  damages  from our  errors.  If we are unable to
prevail  in a lawsuit  relating  to our errors or are  otherwise  subject to any
claim which  exceeds our  insurance,  our  operations,  financial  condition and
prospects will be negatively affected.

         A SUBSTANTIAL  PORTION OF OUR PROFESSIONAL  SERVICE REVENUE WAS DERIVED
FROM A FEW SIGNIFICANT CUSTOMERS

         For the year ended May 31, 1999, two customers accounted for 48% of our
revenues.  We are unsure if we will realize significant future revenues from any
of these customers, particularly since we only have agreements for current work.
We also expect that for the  foreseeable  future a  relatively  small  number of
customers will account for a significant percentage of our revenues. The loss of
any such customer would have a material adverse effect on our operating  results
and financial condition.

         WE HAVE A  SIGNIFICANT  AMOUNT OF  OUTSTANDING  WARRANTS,  OPTIONS  AND
PREFERRED STOCK WHICH COULD  ADVERSELY  IMPACT THE PRICE OF OUR COMMON STOCK AND
OUR ABILITY TO OBTAIN  ADDITIONAL  FUNDING;  FUTURE SALES OF  RESTRICTED  SHARES
COULD  DECREASE  THE MARKET  PRICE OF OUR COMMON STOCK AND IMPAIR OUR ABILITY TO
RAISE CAPITAL.

         We have a  substantial  amount of  outstanding  warrants,  options  and
preferred stock. The exercise of all of the outstanding warrants, options and/or
conversion  of the  outstanding  convertible  preferred  stock would  dilute the
then-existing  shareholders'  percentage  ownership of our common stock, and any
sales in the public market could adversely affect  prevailing  market prices for
our common stock.  Moreover,  our ability to obtain  additional  equity  capital
could be adversely affected since the holders of outstanding  warrants,  options
and preferred  stock will likely  exercise or convert these  securities  when we
probably  could  obtain any needed  capital on terms more  favorable  than those
provided by these securities. We lack control over the timing of any exercise or
the number of shares issued or sold if exercises or conversions occur.


                                       -8-

<PAGE>

         In  addition,  future  sales of common  stock by existing  stockholders
under  exemptions  from  registration  or through the  exercise  of  outstanding
registration  rights could  materially  adversely affect the market price of our
common stock and could  materially  impair our future  ability to raise  capital
through an  offering of equity  securities.  A  substantial  number of shares of
common  stock  are,  or will be in the near  future,  available  for sale  under
exemptions from  registration or are being  registered  pursuant to registration
rights and we are unable to predict the  effect,  if any,  that market  sales of
these  shares or the  availability  of these shares for future sale will have on
the market price of the common stock prevailing from time to time.

THE VOLATILITY OF OUR SECURITIES PRICES MAY INCREASE

         The market price of our common  stock has in the past been,  and may in
the future  continue to be,  volatile.  A variety of events may cause the market
price of the common stock to fluctuate significantly, including:

         o     quarter to quarter variations in operating results

         o     adverse news announcements

         o     the introduction of new products and services

         o     market  conditions in the Internet  based  professional  services
               business and business to business e-commerce

         In  addition,   the  stock  market  in  recent  years  has  experienced
significant price and volume  fluctuations  that have particularly  affected the
market prices of equity  securities  of many  companies in our business and that
often have been unrelated to the operating performance of such companies.  These
market fluctuations may adversely affect the price of our common stock.

WE COULD BE ADVERSELY AFFECTED IF YEAR 2000 PROBLEMS ARE SIGNIFICANT

         Many currently  installed  computer  systems and software  products are
coded to accept only two-digit  entries in the date code field.  These date code
fields will need to accept four digit entries to distinguish  21st century dates
from 20th century dates. As a result,  in less than one year,  computer  systems
and software  used by many  companies,  including  our  customers  and potential
customers may need to be upgraded to comply with such "Year 2000"  requirements.
We are closely monitoring the progress the developers of the software we utilize
in many of our customer  projects,  i.e. Microsoft  Corporation,  as well as the
developers  of the  software  utilized  in internal  systems are making  towards
ensuring  that the  products  we  utilize  are Year 2000  compliant.  Failure to
provide Year 2000  compliant  business  solutions  and software to our customers
could have a material adverse effect on our business,  results of operations and
financial  condition.  Our costs to ensure that  internal  systems and  software
acquired for integration into client business  solutions are Year 2000 compliant
has not been and is not expected to become significant.  We have not implemented
any contingency plans if our systems fail to become Year 2000 compliant.

         Further,  we believe  that the  purchasing  patterns of  customers  and
potential  customers  may be affected by Year 2000  issues as  companies  expend
significant  resources to correct or patch their  current  software  systems for
Year 2000 compliance.  These  expenditures may result in reduced funds available
to purchase products and services such as those offered by us.


                                       -9-

<PAGE>
                                 USE OF PROCEEDS

         The shares of common stock offered hereby are being  registered for the
account of the selling stockholders identified in this prospectus.  See "Selling
Stockholders." All net proceeds from the sale of the common stock will go to the
stockholders  who offer and sell their  shares.  We will not receive any part of
the proceeds  from such sales of common  stock.  We will,  however,  receive the
exercise price of the options at the time of their exercise.  Such proceeds will
be  contributed  to  working  capital  and  will be used for  general  corporate
purposes.

                           FORWARD-LOOKING STATEMENTS

         Certain forward-looking statements,  including statements regarding our
expected financial position,  business and financing plans are contained in this
Prospectus or are  incorporated in documents that are  incorporated by reference
to this  Prospectus.  These  forward-looking  statements  reflect our views with
respect  to future  events and  financial  performance.  The  words,  "believe,"
"expect,"   "plans"   and   "anticipate"   and  similar   expressions   identify
forward-looking statements.  Although we believe that the expectations reflected
in such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to have been correct.  Important factors that could
cause actual results to differ  materially from such  expectations are disclosed
in  the  risk-factors   set  forth  above.  All  subsequent   written  and  oral
forward-looking  statements  attributable to us are expressly qualified in their
entirety by the  cautionary  statements.  Investors  are  cautioned not to place
undue reliance on these forward-looking statements, which speak only as of their
dates.   We  undertake  no   obligation   to  publicly   update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.




                                      -10-

<PAGE>
                              SELLING STOCKHOLDERS

         This  prospectus  relates to the reoffer and resale of shares issued or
that may be issued to the  selling  shareholders  under our 1994  Incentive  and
Non-Qualified  Plan, our 1995 Stock Option Plan for Outside Directors,  our 1994
Consultants Stock Option Plan or under options issued to consultants.

         The following table sets forth (i) the number of shares of common stock
beneficially  owned by each  selling  shareholder  at October 1, 1999,  (ii) the
number of shares to be offered for resale by each selling  shareholder and (iii)
the  number  and  percentage  of shares of our  common  stock to be held by each
selling shareholder after completion of the offering.

<TABLE>
<CAPTION>

                                                                                                 Number of Shares of
                                                                                                    Common Stock/
                                            Number of Shares of             Number of            Percentage of Class
                                            Common Stock Owned             Shares to be           to be Owned After
              Name                                  at                     Offered for            Completion of the
                                            October 1, 1999                  Resale                  Offering
                                      ------------------------        -----------------       ---------------------
<S>                                      <C>                          <C>                             <C>
Barry Rubenstein
68 Wheatley Road
Brookville, NY 11545                  12,600,486(2)                   375,000(2)                    12,225,486/47.4%

Eli Oxenhorn
56 The Intervale
Roslyn Estates, NY 11576                 825,000(3)                   375,000(3)                     450,000/3.3%

Andrew Gyenes                            874,167(4)                   900,000                         20,000/*

Harrison Weaver                           47,500(5)                    45,000                          2,500/*


Rino Bergonzi                             30,000(6)                    25,000                          5,000/*

Peter Gyenes                              38,000(7)                    25,000                         13,000/*

Edward Schroeder                         185,000(8)                   525,000(9)                      10,000/*
</TABLE>

---------------
* Less than one percent.

(1)      Beneficial  ownership is determined in accordance with the rules of the
         SEC and  generally  includes  any person who,  directly or  indirectly,
         through any contract,  arrangement,  understanding or otherwise, has or
         shares voting or investment power with respect to securities. Shares of
         common  stock  issuable  upon the  exercise  of options,  warrants  and
         convertible notes currently exercisable or convertible,  or exercisable
         or convertible  within 60 days are deemed outstanding for computing the
         percentage  ownership of the person holding such options or warrants or
         convertible  notes but are not deemed  outstanding  for  computing  the
         percentage ownership of any other person.


                                      -11-

<PAGE>

(2)      Includes   175,000   shares  of  common  stock   underlying   presently
         exercisable  options.  Mr.  Rubenstein  may  also be  deemed  to  share
         beneficial  ownership of 12,127,486  shares of Common Stock  (including
         9,450,000 shares of Common Stock underlying Class D Preferred Stock and
         400,000 shares of Common Stock underlying the exercise of a Warrant) by
         virtue of being:  (i) a stockholder,  officer and director of InfoMedia
         Associates,  Ltd.  ("InfoMedia")  which is a  general  partner  of 21st
         Century Communications  Partners, L.P., 21st Century Communications T-E
         Partners, L.P. and 21st Century Communications Foreign Partners,  L.P.;
         (ii) a trustee of the Marilyn and Barry Rubenstein  Family  Foundation;
         and (iii) a general  partner of each of  Wheatley  Partners  II,  L.P.,
         Seneca  Ventures,  the Woodland  Venture  Fund,  Woodland  Partners and
         Rev-Wood Partners  ("Rev-Wood").  Mr. Rubenstein  disclaims  beneficial
         ownership  of these  securities,  except to the  extent  of his  equity
         interest  therein.  The  information  relating  to the resale of shares
         assumes that Rev-Wood has  distributed its right to exercise the option
         to Mr. Rubenstein in proportion to his interest in Rev- Wood.

(3)      Includes (i) 175,000 shares underlying  presently  exercisable  options
         and (ii)  shares  underlying  options  held by Rev-Wood as to which Mr.
         Oxenhorn  disclaims  beneficial  ownership  except to the extent of his
         equity interest therein.  The information relating to the resale of the
         shares assumes that Rev-Wood has  distributed its right to exercise the
         option to Mr. Oxenhorn in proportion to his interest in Rev-Wood.

(4)      Consists of 854,167  shares of common stock  issuable  upon exercise of
         presently  exercisable  options,  10,000  shares  owned  by the  AnnMar
         Manufacturing  Inc.  Employee Pension Plan as trustee and 10,000 shares
         owned jointly by Mr. Gyenes and his wife.

(5)      Consists of 2,500  shares of Common Stock owned by Mr.  Weaver,  20,000
         shares of common stock issuable upon exercise of presently  exercisable
         options and 25,000  shares of common stock  issuable  upon  exercise of
         presently exercisable options granted pursuant to the 1995 Stock Option
         Plan for  Outside  Directors.  Excludes  50,000  presently  exercisable
         options held by The  Continuum  Group,  Inc.,  which options Mr. Weaver
         disclaims beneficial ownership of.

(6)      Consists  of 5,000  shares of Common  Stock owned by Mr.  Bergonzi  and
         25,000  shares of Common  Stock  issuable  upon  exercise of  presently
         exercisable options granted pursuant to the Outside Directors' Plan.

(7)      Consists of 3,000  shares of Common  Stock owned by Mr.  Peter  Gyenes,
         25,000  shares of Common  Stock  issuable  upon  exercise of  presently
         exercisable  options  granted  pursuant to the 1995 Outside  Directors'
         Plan, and 10,000 shares owned by the AnnMar Manufacturing Inc. Employee
         Pension Plan as trustee.

(8)      Consists of shares underlying currently exercisable options for 175,000
         shares and 10,000 shares owned by Mr. Schroeder.

(9)      Consists of shares underlying all options held by Mr. Schroeder.




                                      -12-

<PAGE>

                              PLAN OF DISTRIBUTION

         This  offering  is  self-underwritten;   neither  we  nor  the  selling
stockholders  have employed an  underwriter  for the sale of common stock by the
selling  stockholders.  We  will  bear  all  expenses  in  connection  with  the
preparation of this prospectus.  The selling stockholders will bear all expenses
associated with the sale of the common stock.

         The  selling  stockholders  may offer  their  shares  of  common  stock
directly  or  through  pledgees,  donees,  transferees  or other  successors  in
interest in one or more of the following transactions:

         o        On any stock  exchange on which the shares of common stock may
                  be listed at the time of sale
         o        In negotiated transactions
         o        In the over-the-counter market
         o        In a combination of any of the above transactions

         The selling stockholders may offer their shares of common stock at any
of the following prices:

         o        Fixed prices which may be changed
         o        Market prices prevailing at the time of sale
         o        Prices related to such prevailing market prices
         o        At negotiated prices

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

         Any broker-dealer  acquiring common stock from the selling stockholders
may sell the shares either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis or to its  customers.
Any such sales may be at prices then  prevailing on Nasdaq or at prices  related
to such prevailing  market prices or at negotiated  prices to its customers or a
combination of such methods.  The selling  stockholders  and any  broker-dealers
that act in  connection  with the sale of the common  stock  hereunder  might be
deemed  to be  "underwriters"  within  the  meaning  of  Section  2(11)  of  the
Securities Act; any commissions received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts and commissions
under  the  Securities  Act.  Any such  commissions,  as well as other  expenses
incurred by the selling  stockholders and applicable transfer taxes, are payable
by the selling stockholders.

         The selling stockholders reserve the right to accept, and together with
any agent of the selling stockholder, to reject in whole or in part any proposed
purchase of the shares of common stock.  The selling  stockholders  will pay any
sales   commissions   or  other   seller's   compensation   applicable  to  such
transactions.

         We have not  registered or qualified  offers and sales of shares of the
common stock under the laws of any  country,  other than the United  States.  To
comply with certain states' securities laws, if applicable, the


                                      -13-

<PAGE>

selling  stockholders  will offer and sell their  shares of common stock in such
jurisdictions  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in certain  states  the  selling  stockholders  may not offer or sell
shares of common stock unless we have  registered  or qualified  such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

         The selling  shareholders  have  represented to us that any purchase or
sale of shares of common stock by them will comply with Regulation M promulgated
under the  Securities  Exchange Act of 1934,  as amended.  In general,  Rule 102
under  Regulation M prohibits any person  connected with a  distribution  of our
common stock (a  "Distribution")  from  directly or  indirectly  bidding for, or
purchasing for any account in which he or she has a beneficial interest,  any of
our common stock or any right to purchase our common stock,  for a period of one
business  day before and after  completion  of his or her  participation  in the
distribution (we refer to that time period as the "Distribution Period").

         During the Distribution  Period,  Rule 104 under Regulation M prohibits
the selling  shareholders and any other persons engaged in the Distribution from
engaging in any  stabilizing  bid or purchasing  our common stock except for the
purpose of  preventing  or  retarding a decline in the open market  price of our
common  stock.  No  such  person  may  effect  any  stabilizing  transaction  to
facilitate any offering at the market. Inasmuch as the selling shareholders will
be reoffering  and reselling our common stock at the market,  Rule 104 prohibits
them from effecting any  stabilizing  transaction in  contravention  of Rule 104
with respect to our common stock.

         There can be no assurance that the selling  shareholders  will sell any
or all of the shares offered by them hereunder or otherwise.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the shares
offered  hereby have been passed upon for the Company by Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, 505 Park Avenue, New York, New York 10022.

                                     EXPERTS

         The consolidated financial statements of Cornerstone Internet Solutions
Company as of May 31,  1999 and 1998,  and for the years then  ended,  have been
incorporated by reference herein and in the  registration  statement in reliance
upon  the  report  of  KPMG  LLP,  independent   certified  public  accountants,
incorporated by reference herein and, upon the authority of said firm as experts
in  accounting  and  auditing.  The report of KPMG LLP covering the May 31, 1999
financial  statements  contains an  explanatory  paragraph  that states that the
Company's  recurring  losses from operations raise  substantial  doubt about the
entity's  ability to continue as a going  concern.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
that uncertainty.


                             ADDITIONAL INFORMATION

         We have filed with the SEC a  registration  statement on Form S-8 under
the  Securities  Act with  respect to the shares  offered  hereby.  For  further
information  with  respect to the Company  and the  securities  offered  hereby,
reference is made to the registration  statement.  Statements  contained in this
prospectus as


                                      -14-

<PAGE>
to the contents of any contract or other document are not necessarily  complete,
and in each instance, reference is made to the copy of such contract or document
filed as an exhibit to the  registration  statement,  each such statement  being
qualified in all respects by such reference.


                                      -15-

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

                  The  SEC  allows  us  to   "incorporate   by  reference"   the
information  we file with  them,  which  means  that we can  disclose  important
information  to you by referring  you to those  documents.  The  information  we
incorporate  by  reference is  considered  to be a part of this  prospectus  and
information  that we file  later  with the SEC  will  automatically  update  and
replace this information. We incorporate by reference the documents listed below
and any future filings we make with the SEC under Sections  13(a),  13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended:

         (1)      Our  Annual  Report on Form  10-KSB for the year ended May 31,
                  1999;

         (2)      Our  Quarterly  Report on Form  10-QSB for the  quarter  ended
                  August 31, 1999; and

         (3)      Our Application  for  Registration of our common stock on Form
                  8-A dated September 28, 1994.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all  securities  offered  hereby  have  been  sold  or  which  de-registers  all
securities  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  reports and
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         As permitted by the Delaware  General  Corporation  Law  ("DGCL"),  the
Company's  Certificate  of  Incorporation,   as  amended,  limits  the  personal
liability  of a director  or officer to the  Company  for  monetary  damages for
breach of fiduciary duty of care as a director.  Liability is not eliminated for
(i)  any  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or stock purchase or redemptions  pursuant to Section 174 of the DGCL,
or (iv) any  transaction  from which the director  derived an improper  personal
benefit.

         The Company has also entered into indemnification  agreements with each
of its directors and executive officers. The indemnification  agreements provide
that the  directors and executive  officers will be  indemnified  to the fullest
extent  permitted by applicable law against all expenses  (including  attorneys'
fees),  judgments,  fines and  amounts  reasonably  paid or incurred by them for
settlement in any threatened,  pending or completed action,  suit or proceeding,
including any derivative  action,  on account of their services as a director or
officer  of the  Company  or of any  subsidiary  of the  Company or of any other
company or  enterprise  in which they are serving at the request of the Company.
No indemnification will be provided under the


                                      II-1

<PAGE>
indemnification  agreements,  however,  to any director or executive  officer in
certain  limited  circumstances,  including on account of knowingly  fraudulent,
deliberately  dishonest or willful  misconduct.  To the extent the provisions of
the  indemnification   agreements  exceed  the   indemnification   permitted  by
applicable  law, such  provision may be  unenforceable  or may be limited to the
extent  they are found by a court of  competent  jurisdiction  to be contrary to
pubic policy.

DELAWARE LAW

         The  Company is subject to Section 203 of the DGCL,  which  prevents an
"interested  stockholder" (defined in Section 203, generally, as a person owning
15% or more of a  corporation's  outstanding  voting  stock) from  engaging in a
"business combination" with a publicly-held Delaware corporation for three years
following  the date such person became an interested  stockholder,  unless:  (i)
before such person became an interested  stockholder,  the board of directors of
the  corporation  approved the  transaction in which the interested  stockholder
became an interested stockholder or approved the business combination; (ii) upon
consummation  of the transaction  that resulted in the interested  stockholder's
becoming an interested stockholder, the interested stockholder owns at least 85%
of the voting stock of the  corporation  outstanding at the time the transaction
commenced (subject to certain exceptions), or (iii) following the transaction in
which such person became an interested stockholder,  the business combination is
approved  by the board of  directors  of the  corporation  and  authorized  at a
meeting of  stockholders  by the  affirmative  vote of the holders of 66% of the
outstanding  voting  stock  of the  corporation  not  owned  by  the  interested
stockholder. A "business combination" includes mergers, stock or asset sales and
other   transactions   resulting  in  a  financial  benefit  to  the  interested
stockholder.

         The  provisions  of  Section  203 of the DGCL  could have the effect of
delaying, deferring or preventing a change in the control of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS


          *4.1    1994 Incentive and Non-Qualified Stock Option Plan.
          *4.13   1994 Consultant Stock Option Plan.
          *4.14   1995 Stock Option Plan for Outside Directors.
         **4.15   Option Agreement to Consultant.
           ***5   Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
        ***23.1   Consent of KPMG LLP.
        ***23.2   Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

-------------
*   Incorporated  herein  by  reference  to  such  Exhibit  to the  Registration
Statement on Form SB-2 of the Registrant ( Registration No.  333-22454) Filed in
March 1996, as amended.
**  Incorporated  herein  by  reference  to  such  Exhibit  to the  Registration
Statement on Form SB-2 of the Registrant  (Registration  No.  33-83694) filed on
September 6, 1994.
***Filed herewith.


                                      II-2

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

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    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 the  Registration
                                    Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the  Registration  Statement;
                                    Provided,  however,  that paragraphs (i) and
                                    (ii)  above do not apply if the  information
                                    required to be included in a  post-effective
                                    amendment by those  paragraphs  is contained
                                    in periodic  reports filed by the registrant
                                    pursuant  to  Section  13 or  15(d)  of  the
                                    Securities  Exchange  Act of 1934  that  are
                                    incorporated    by    reference    in    the
                                    Registration Statement;

                  (2)      That, for the purposes 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  that 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 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         C.       Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 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


                                      II-3

<PAGE>



                  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 a controlling precedent,  submit to
                  a court of appropriate  jurisdiction the question whether such
                  indemnification by it is against public policy as expressed in
                  the  Securities  Act of 1933 and will be governed by the final
                  adjudication of such issue.

         D.       The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the  prospectus,  to each person to
                  whom  the   prospectus  is  sent  or  given,  a  copy  of  the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article  3  of  Regulation   S-X  is  not  set  forth  in  the
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.



                                      II-4

<PAGE>
                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized in the City of New York,  State of New York on this 22nd day of
October, 1999.

                              CORNERSTONE INTERNET SOLUTIONS COMPANY


                              By: /s/ Edward Schroeder
                                  ----------------------------------------------
                                  Name:  Edward Schroeder
                                  Title: President and Chief Executive Officer

                                Power of Attorney

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  each of  Andrew  Gyenes  and  Edward
Schroeder his true and lawful  attorneys-in-fact  and agent,  with full power of
substitution and resubstitution, for and in his or her name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  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 said attorney-in-fact and agent, full power and authority to do and perform
each and  every act and thing  requisite  necessary  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated:


Signatures                                 Title                Date
----------                                 -----                ----

/s/ Andrew Gyenes              Chairman of the Board           October 22, 1999
-----------------------
Andrew Gyenes

/s/ Edward Schroeder           Director, President and Chief   October 22, 1999
-----------------------        Executive Officer
Edward Schroeder               (Principal Financial Officer)


/s/ Rino Bergonzi              Director                        October 22, 1999
-----------------------
Rino Bergonzi

/s/ Peter Gyenes               Director                        October 22, 1999
-----------------------
Peter Gyenes

/s/ Harrison Weaver            Director                        October 22, 1999
-----------------------
Harrison Weaver



                                      II-5

<PAGE>
Amended and  Restated  1994  Incentive  and  Non-Qualified  Stock  Option  Plan.
Pursuant to the  requirements  of the  Securities  Act of 1933, the trustees (or
other persons who administer the 1994  Incentive and  NonQualified  Stock Option
Plan) have duly caused this registration statement to be signed on its behalf by
the undersigned,  thereunto duly  authorized,  in the City of New York, State of
New York on October 22, 1999.




                                                      /s/ Harrison Weaver
                                                      --------------------------
                                                        Harrison Weaver


                                                      /s/ Rino Bergonzi
                                                      --------------------------
                                                          Rino Bergonzi


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 63720}]
{"company-data": {"conformed-name": "CORNERSTONE INTERNET SOLUTIONS CO /DE/", "cik": "0000929648", "assigned-sic": "7372", "irs-number": "223272662", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89587", "film-number": "99732642"}, "business-address": {"street1": "584 BROADWAY SUITE 509", "city": "NEW YORK", "state": "NY", "zip": "10012", "phone": "2123433920"}, "mail-address": {"street1": "584 BROADWAY SUITE 509", "city": "NEW YORK", "state": "NY", "zip": "10012"}, "former-company": {"former-conformed-name": "ENTERACTIVE INC /DE/", "date-changed": "19940907"}}
As filed with the Securities and Exchange Commission on October 22, 1999
                                                            Registration No. 333

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ----------------------
                              CORNERSTONE INTERNET
                                SOLUTIONS COMPANY
             (Exact Name of Registrant as it Appears in its Charter)

                  New York                                     22-3272662
         (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization)                     Identification No.)

                  584 Broadway, Suite 509                     10012
                  New York, New York                        (Zip Code)
         (Address of principal executive offices)

    1994 Incentive and Nonqualified Stock Option Plan of Cornerstone Internet
                  Solutions Company and Options to Consultants
                            (Full title of the plan)

                                Edward Schroeder
                      President and Chief Executive Officer
                     Cornerstone Internet Solutions Company
                             584 Broadway, Suite 509
                               New York, New York
                     (Name and address of agent for service)

          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                              Steven Wolosky, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                    505 Park Avenue, New York, New York 10022
                                 (212) 753-7200

               Approximate date of proposed sales pursuant to the
            plan: From time to time after the effective date of this
                             registration statement.
CALCULATION OF REGISTRATION FEE
Proposed                Proposed
                                                             maximum                 maximum
        Title of                    Amount                  offering                aggregate              Amount of
       securities                   to be                     price                 offering             registration
    to be registered            registered(1)               per share                 price                   fee
Common Stock
par value, $.01 per
share....................    2,150,000(2)(3)                 $2.22720              $4,788,500             $1,331.20
(1)      Pursuant  to Rule 416,  the  registration  statement  also  covers such
         indeterminate  additional shares of Common Stock as may become issuable
         as a result of any future  anti-dilution  adjustment in accordance with
         the terms of the 1994  Incentive  and  Non-Qualified  Stock Option Plan
         (the "1994 Plan") and the consultants' options.
(2)      The number of shares  available for the grant of options under the 1994
         Plan has  been  increased  from  1,500,000  to  3,250,000.  The  shares
         underlying  the options to purchase  1,500,000  shares were  previously
         registered.
(3)      Includes an aggregate of  approximately  900,000 shares with respect to
         which options were granted  under the 1994 Plan at an average  exercise
         price of $2.14  per share  and an  aggregate  of  400,000  shares  with
         respect to which options were granted to the consultants at an exercise
         price of $2.375 per share. An additional  approximately  850,000 shares
         of Common  Stock may be offered  under the 1994 Plan.  Pursuant to Rule
         457(g) and (h), the  offering  price for the shares which may be issued
         under the 1994 Plan is estimated  solely for the purpose of determining
         the registration fee and is based on the closing price of the Company's
         Common Stock of $2.25 as reported by the Nasdaq Stock Market on October
         19, 1999.

                                      -ii-
EXPLANATORY NOTES

         Cornerstone  Internet  Solutions Company has prepared this registration
statement in accordance  with the  requirements of Form S-8 under the Securities
Act of 1933, to register  shares of our common stock,  $.01 par value per share,
issuable pursuant to the 1994 Plan and a consulting agreement (the "Consultant's
Option").  The shares issued pursuant to the Consultant's  Option were issued to
the principals of a consulting partnership.

         This Form S-8 includes a reoffer prospectus prepared in accordance with
Part I of Form S-3 under the  Securities  Act.  The  reoffer  prospectus  may be
utilized for reofferings and resales of shares of Common Stock acquired pursuant
to the 1994 Plan , the Consultant's  Options,  the 1994 Consultant's Option Plan
and the 1995  Directors  Stock  Option Plan by selling  stockholders  who may be
deemed an "affiliate"  (as such term is defined in Rule 405 under the Securities
Act) of the Company. Some of these shares were previously registered.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Company will provide documents containing the information specified
in Part 1 of Form S-8 to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act.  Pursuant to the  instructions  to Form S-8, the Company is not
required to file these documents either as part of this  registration  statement
or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424 under the
Securities Act.

                                      -iii-
PROSPECTUS

                                2,270,000 SHARES
                     CORNERSTONE INTERNET SOLUTIONS COMPANY
                          Common Stock ($.01 par value)

         This  prospectus  relates to the reoffer and resale by certain  selling
stockholders  of  shares  of our  common  stock  that may be issued by us to the
selling  stockholders  upon the exercise of stock options  granted under our (i)
1994 Incentive and Non-Qualified Stock Option Plan, (ii) consulting  agreements,
(iii) our 1994  Consultant  Stock Option Plan or (iv) our 1995 Stock Option Plan
for Outside Directors. We previously registered the offer and sale of the shares
to the selling stockholders.  This prospectus also relates to certain underlying
options that have not as of this date been granted. If and when such options are
granted to persons  required  to use the  prospectus  to reoffer  and resell the
shares underlying such options, we will distribute a prospectus supplement.  The
shares  are  being   reoffered  and  resold  for  the  account  of  the  selling
stockholders  and we will not receive any of the proceeds from the resale of the
shares.

         The  selling  stockholders  have  advised  us that the  resale of their
shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq  SmallCap  Market,  in negotiated  transactions  or otherwise,  at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan  of  Distribution."  We will  bear all  expenses  in  connection  with the
preparation of this prospectus.

         Our common  stock is traded on the  Nasdaq  SmallCap  Market  under the
symbol "CNRS".  On October 19, 1999, the closing price for the Common Stock,  as
reported by the Nasdaq SmallCap Market, was $2.25.

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

     This investment involves risk. See "Risk Factors" beginning at page 5.

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

         NEITHER  THE SEC NOR ANY STATE  SECURITIES  COMMISSION  HAS  DETERMINED
WHETHER THIS  PROSPECTUS IS TRUTHFUL OR COMPLETE.  THEY HAVE NOT MADE,  NOR WILL
THEY MAKE, ANY  DETERMINATION AS TO WHETHER ANYONE SHOULD BUY THESE  SECURITIES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is October 22, 1999.

                                       -1-
WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and  copy any  document  we file at the  SEC's  public  reference  room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You
may obtain further  information on the operation of the public reference room by
calling the SEC at 1-  800-SEC-0330.  Our SEC filings are also  available to the
public over the  Internet at the SEC's web site at  http://www.sec.gov.  You may
also request  copies of such  documents,  upon payment of a duplicating  fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Our common
stock is  listed  on the  Nasdaq  SmallCap  Market  and such  reports  and other
information  may also be  inspected at the offices of Nasdaq at 1735 "K" Street,
N.W., Washington, D.C. 20006-1500.

                                       -2-
TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION........................................2

INCORPORATION BY REFERENCE.................................................4

ABOUT THIS PROSPECTUS......................................................4

RISK FACTORS...............................................................5

USE OF PROCEEDS...........................................................10

FORWARD LOOKING STATEMENTS................................................10

SELLING STOCKHOLDERS......................................................11

PLAN OF DISTRIBUTION......................................................13

LEGAL MATTERS.............................................................14

EXPERTS  .................................................................14

ADDITIONAL INFORMATION....................................................14

                                       -3-
INCORPORATION BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this  prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended:

         (1)      Our  Annual  Report on Form  10-KSB for the year ended May 31,
                  1999;

         (2)      Our  Quarterly  Report on Form  10-QSB for the  quarter  ended
                  August 31, 1999; and

         (3)      Our Application  for  Registration of our common stock on Form
                  8-A dated September 28, 1994.

         You may request a copy of these filings, excluding the exhibits to such
filings  which  we have  not  specifically  incorporated  by  reference  in such
filings, at no cost, by writing or telephoning us at the following address:

                           Cornerstone Internet Solutions Corp.
                           584 Broadway, Suite 509
                           New York, New York 10012
                           Attention: Chief Financial Officer
                           (212) 343-3920

         This  prospectus is part of a registration  statement we filed with the
SEC.  You  should  rely only on the  information  provided  or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide you with different information.  The selling stockholders
will not make an offer of these  shares  in any  state  where  the  offer is not
permitted.  You should not assume that the information in this prospectus or any
supplement  is accurate as of any other date than the date on the front of those
documents.

                                       -4-
RISK FACTORS

         We have  two  synergistic  businesses.  Our  wholly  owned  subsidiary,
USWeb/CKS Cornerstone,  is in the Internet based professional services business,
and our  majority  owned  subsidiary,  B2Bgalaxy.com,  Inc.  owns  and  operates
industry  specific  portals for  business to business  e-commerce.  The first of
these portals was launched in May 1999 and is called FOODgalaxy.com.

         There are a variety of risks and factors  that may affect our  results.
Many of these are beyond our  control.  All of these  should be  considered  and
taken into account when considering an investment in our securities.

         WE HAVE INCURRED SUBSTANTIAL OPERATING LOSSES AND MAY NEVER BECOME
PROFITABLE.

         At August 31, 1999, our accumulated  deficit was  $34,357,752.  For the
fiscal year ended May 31, 1999 and the three months  ended  August 31, 1999,  we
incurred net losses of $3,645,350 and $1,035,031, respectively. We have incurred
a net loss in each  year of our  existence,  and have  financed  our  operations
primarily  through sales of equity and debt  securities.  Our expense levels are
high and our revenues are difficult to predict. The independent auditors' report
on our  financial  statements  for the year ended May 31,  1999  states that our
recurring  losses from operations raise  substantial  doubt about our ability to
continue as a going concern.

         We expect to incur net losses for the foreseeable  future. We may never
achieve or sustain  significant  revenues or  profitability  on a  quarterly  or
annual  basis in the future.  Our future  operating  results will depend on many
factors, including:

         o    reduction of our operating expenses

         o    expanding our customer base and engagement size

         o    product and price competition in our industry

         o    our ability to develop and market our services and control costs

         WE HAVE  LIMITED  WORKING  CAPITAL  AND MAY BE  UNABLE  TO  OBTAIN  THE
NECESSARY FUNDING TO EXPAND AND IMPROVE OUR BUSINESS.

         As of August 31, 1999, we had working capital of $1,812,186. We believe
that our existing resources will be adequate for our cash needs through February
2000. Beyond such period, we may need to raise substantial additional capital to
pay for our operations and support more rapid expansion, develop new or enhanced
services and products,  respond to competitive  pressures,  or take advantage of
unanticipated opportunities.  We are uncertain whether additional financing will
be  available on  acceptable  terms or at all. If we raise  additional  funds by
issuing equity securities, our stockholders will be further diluted. If adequate
funds are unavailable,  we may delay, curtail,  reduce the scope of or eliminate
the  expansion of our  operations  and/or our  marketing and sales efforts which
could have a material  adverse  effect on our  financial  condition and business
operations.

                                       -5-
THE TIMING OF OUR REVENUES AND THE INTRODUCTION  AND MARKET  ACCEPTANCE
OF OUR PRODUCTS MAY VARY  RESULTING IN  SIGNIFICANT  VARIATIONS IN OUR OPERATING
RESULTS.

         Our revenues and operating results may vary due to:

              o   the number and dollar  value of client  engagements  commenced
                  and completed during a quarter

              o   our  ability to  complete  client  assignments  on time and as
                  scheduled

              o   technical difficulties with respect to the use of the Internet

              o   the number of working days in a quarter

              o   employee hiring and utilization rates

              o   capital expenditures and other costs relating to the expansion
                  of operations

              o   acceptance of our e-commerce  application by a large number of
                  users

         The timing of revenues is difficult to forecast because our sales cycle
is  relatively  long and may  depend  on the size and scope of  assignments  and
general  economic  conditions.  Because a high  percentage  of our  expenses are
relatively  fixed,  a change  in the  timing of the  beginning  or end of client
assignments,  particularly  at or  near  the  end of any  quarter,  could  cause
operating  results to  significantly  vary from quarter to quarter and result in
reported  losses for that  quarter.  In  addition,  clients  can  terminate  our
engagement  earlier than expected  resulting in a higher than expected number of
unassigned persons or higher severance expenses.

         While we adjust  professional  staffs to reflect active  projects,  our
past  history  is of  limited  value.  We  have to  staff  to the  level  of our
projections.  If our projections are inaccurate,  we may be unable to adjust our
staff so that it corresponds to our revenues.  Finally,  because we perform work
on a fixed-price  basis,  we also bear the risk of cost overruns and  inflation.
New product  introductions and market acceptance of new and enhanced versions of
our products or the products of third parties may also significantly  affect our
operating results.

         THE FUTURE  SUCCESS OF OUR  BUSINESS  DEPENDS ON OUR ABILITY TO ATTRACT
AND RETAIN CONSULTING PROFESSIONALS AND TECHNICAL AND SALES PERSONNEL.

         Our  success  depends  in large part upon our  ability  to attract  and
retain qualified consulting  professionals and information technology personnel.
We believe we need to hire  additional  consulting  professionals  and technical
personnel to improve existing  products and services and to develop new products
and services and new sales  personnel  to sell our  products and  services.  The
inability to attract new personnel  could have a material  adverse effect on our
results of operations.  It is difficult to locate  consulting  professionals and
technical and sales  personnel  with the  combination  of skills and  attributes
required  to execute  our  strategy.  Although we have  attracted  and  retained
qualified  employees,  qualified  consulting  professionals  are in particularly
great demand and will remain a limited resource for the foreseeable future.

                                       -6-
Our consulting professionals and employees can terminate their employment at any
time. Accordingly, we may be unable to continue to retain and attract qualified
consulting professionals and employees.

         WE HAVE HAD A LIMITED OPERATING HISTORY

         While our internet  services  revenue  increased from $1,182,600 in the
fiscal  year ended May 31, 1998 to  $3,205,869  in the fiscal year ended May 31,
1999,  we have a  limited  operating  history  with  our  Internet  professional
services and business to business  e-commerce  businesses.  As a result, we must
overcome the challenges that start-up  companies in such businesses face such as
strengthening and growing our operations,  attracting,  retaining and motivating
qualified  employees,  securing and executing  client  assignments and obtaining
users of our e-commerce application.

         OUR FUTURE  SUCCESS  WILL DEPEND ON OUR ABILITY TO MANAGE THE GROWTH OF
OUR BUSINESS

         Because our  business is in an early  development  stage,  its ultimate
success depends on our ability to manage its growth. In the future, we will have
to increase  staff  rapidly and  integrate  new  personnel  into our  operations
without affecting  productivity.  We will have to ensure that our administrative
systems and  procedures  are  adequate to handle such growth.  In addition,  our
current management is devoting significant time to developing  B2Bgalaxy.  It is
unclear whether our systems,  procedures or controls will be adequate to support
our  operations  or that  our  management  will be able  to  achieve  the  rapid
execution necessary to exploit our business plan. If our systems,  procedures or
controls are inadequate, our operations and financial condition will suffer.

         OUR FUTURE SUCCESS WILL DEPEND ON THE CONTINUING GROWTH OF THE INTERNET
AND THE ACCEPTANCE OF E-COMMERCE

         A  substantial  portion of our  revenues is expected to be derived from
services  that depend upon the adoption of Internet  solutions and the continued
development of the Internet and e-commerce.  Many critical issues related to the
Internet,  its use, and the use of e-commerce  remain  unresolved  and may, when
resolved,  affect the growth and use of the Internet and e-commerce.  Should the
use of the Internet and  e-commerce  stop  growing as currently  predicted,  our
revenues and margins  will suffer  significantly.  In addition,  as the Internet
economy evolves, companies may decide to use their own staff to develop Internet
related solutions or may decide to use packaged  applications software either of
which would  reduce the demand for  professional  services and make it difficult
for us to increase revenues and maintain adequate margins.

         WE NEED TO ADAPT TO RAPID TECHNOLOGICAL CHANGE

         The market for Internet  professional services and business to business
e-commerce  is  characterized  by  rapid  technological  changes,  frequent  new
products  and  service  introductions  and  evolving  industry  standards.   The
introduction  of services  embodying  new  processes  and  technologies  and the
emergence  of new  industry  standards  can  rapidly  render  existing  services
obsolete  and  unmarketable.  Our success in  adjusting  to rapid  technological
change will depend on our ability to:

         o        develop  and  introduce  new  services  that  keep  pace  with
                  technological developments and emerging industry standards

         o        address the  increasingly  sophisticated  and varied  needs of
                  customers

                                       -7-
Due to inadequate technical expertise,  insufficient  finances or other
reasons,  we may be unable to accomplish these tasks.  Such failure would have a
material adverse effect on our operating results and financial condition.

         OUR  PROFITABILITY  WILL BE  ADVERSELY  AFFECTED  IF THE  COSTS  OF OUR
SERVICES EXCEEDS THE FIXED PRICE

         A large  portion of our  professional  services  revenues  are and will
continue to come from fixed-price contracts,  as distinguished from billing on a
time and materials  basis.  We assume  greater  financial  risk from fixed price
contracts.  If the pricing is incorrect or there are delays in our projects, our
costs may exceed the related revenues,  and we may be required to pay penalties,
any of which could have a material  adverse  effect on our results of  operation
and financial condition.

         WE MAY BE LIABLE IF OUR CUSTOMERS ARE DISSATISFIED WITH OUR PERFORMANCE
OR FOR LEGAL VIOLATIONS COMMITTED BY OUR EMPLOYEES OR CONSULTANTS

         Many of our professional services engagements as well as the use of our
e-commerce application, involve applications that are critical to the operations
of  our  clients  and  subscribers.  If  our  customers  are  dissatisfied,  our
reputation may suffer or we may be subject to claims of substantial  damages. We
also  often use and are  aware of client  information  that is  confidential  or
proprietary.  We have implemented  procedures to ensure against the unauthorized
use or dissemination of such information and attempt to negotiate contracts with
our customers to limit our liability.  We also have general liability  insurance
but we lack any  insurance  for  damages  from our  errors.  If we are unable to
prevail  in a lawsuit  relating  to our errors or are  otherwise  subject to any
claim which  exceeds our  insurance,  our  operations,  financial  condition and
prospects will be negatively affected.

         A SUBSTANTIAL  PORTION OF OUR PROFESSIONAL  SERVICE REVENUE WAS DERIVED
FROM A FEW SIGNIFICANT CUSTOMERS

         For the year ended May 31, 1999, two customers accounted for 48% of our
revenues.  We are unsure if we will realize significant future revenues from any
of these customers, particularly since we only have agreements for current work.
We also expect that for the  foreseeable  future a  relatively  small  number of
customers will account for a significant percentage of our revenues. The loss of
any such customer would have a material adverse effect on our operating  results
and financial condition.

         WE HAVE A  SIGNIFICANT  AMOUNT OF  OUTSTANDING  WARRANTS,  OPTIONS  AND
PREFERRED STOCK WHICH COULD  ADVERSELY  IMPACT THE PRICE OF OUR COMMON STOCK AND
OUR ABILITY TO OBTAIN  ADDITIONAL  FUNDING;  FUTURE SALES OF  RESTRICTED  SHARES
COULD  DECREASE  THE MARKET  PRICE OF OUR COMMON STOCK AND IMPAIR OUR ABILITY TO
RAISE CAPITAL.

         We have a  substantial  amount of  outstanding  warrants,  options  and
preferred stock. The exercise of all of the outstanding warrants, options and/or
conversion  of the  outstanding  convertible  preferred  stock would  dilute the
then-existing  shareholders'  percentage  ownership of our common stock, and any
sales in the public market could adversely affect  prevailing  market prices for
our common stock.  Moreover,  our ability to obtain  additional  equity  capital
could be adversely affected since the holders of outstanding  warrants,  options
and preferred  stock will likely  exercise or convert these  securities  when we
probably  could  obtain any needed  capital on terms more  favorable  than those
provided by these securities. We lack control over the timing of any exercise or
the number of shares issued or sold if exercises or conversions occur.

                                       -8-
In  addition,  future  sales of common  stock by existing  stockholders
under  exemptions  from  registration  or through the  exercise  of  outstanding
registration  rights could  materially  adversely affect the market price of our
common stock and could  materially  impair our future  ability to raise  capital
through an  offering of equity  securities.  A  substantial  number of shares of
common  stock  are,  or will be in the near  future,  available  for sale  under
exemptions from  registration or are being  registered  pursuant to registration
rights and we are unable to predict the  effect,  if any,  that market  sales of
these  shares or the  availability  of these shares for future sale will have on
the market price of the common stock prevailing from time to time.

THE VOLATILITY OF OUR SECURITIES PRICES MAY INCREASE

         The market price of our common  stock has in the past been,  and may in
the future  continue to be,  volatile.  A variety of events may cause the market
price of the common stock to fluctuate significantly, including:

         o     quarter to quarter variations in operating results

         o     adverse news announcements

         o     the introduction of new products and services

         o     market  conditions in the Internet  based  professional  services
               business and business to business e-commerce

         In  addition,   the  stock  market  in  recent  years  has  experienced
significant price and volume  fluctuations  that have particularly  affected the
market prices of equity  securities  of many  companies in our business and that
often have been unrelated to the operating performance of such companies.  These
market fluctuations may adversely affect the price of our common stock.

WE COULD BE ADVERSELY AFFECTED IF YEAR 2000 PROBLEMS ARE SIGNIFICANT

         Many currently  installed  computer  systems and software  products are
coded to accept only two-digit  entries in the date code field.  These date code
fields will need to accept four digit entries to distinguish  21st century dates
from 20th century dates. As a result,  in less than one year,  computer  systems
and software  used by many  companies,  including  our  customers  and potential
customers may need to be upgraded to comply with such "Year 2000"  requirements.
We are closely monitoring the progress the developers of the software we utilize
in many of our customer  projects,  i.e. Microsoft  Corporation,  as well as the
developers  of the  software  utilized  in internal  systems are making  towards
ensuring  that the  products  we  utilize  are Year 2000  compliant.  Failure to
provide Year 2000  compliant  business  solutions  and software to our customers
could have a material adverse effect on our business,  results of operations and
financial  condition.  Our costs to ensure that  internal  systems and  software
acquired for integration into client business  solutions are Year 2000 compliant
has not been and is not expected to become significant.  We have not implemented
any contingency plans if our systems fail to become Year 2000 compliant.

         Further,  we believe  that the  purchasing  patterns of  customers  and
potential  customers  may be affected by Year 2000  issues as  companies  expend
significant  resources to correct or patch their  current  software  systems for
Year 2000 compliance.  These  expenditures may result in reduced funds available
to purchase products and services such as those offered by us.

                                       -9-
USE OF PROCEEDS

         The shares of common stock offered hereby are being  registered for the
account of the selling stockholders identified in this prospectus.  See "Selling
Stockholders." All net proceeds from the sale of the common stock will go to the
stockholders  who offer and sell their  shares.  We will not receive any part of
the proceeds  from such sales of common  stock.  We will,  however,  receive the
exercise price of the options at the time of their exercise.  Such proceeds will
be  contributed  to  working  capital  and  will be used for  general  corporate
purposes.

                           FORWARD-LOOKING STATEMENTS

         Certain forward-looking statements,  including statements regarding our
expected financial position,  business and financing plans are contained in this
Prospectus or are  incorporated in documents that are  incorporated by reference
to this  Prospectus.  These  forward-looking  statements  reflect our views with
respect  to future  events and  financial  performance.  The  words,  "believe,"
"expect,"   "plans"   and   "anticipate"   and  similar   expressions   identify
forward-looking statements.  Although we believe that the expectations reflected
in such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to have been correct.  Important factors that could
cause actual results to differ  materially from such  expectations are disclosed
in  the  risk-factors   set  forth  above.  All  subsequent   written  and  oral
forward-looking  statements  attributable to us are expressly qualified in their
entirety by the  cautionary  statements.  Investors  are  cautioned not to place
undue reliance on these forward-looking statements, which speak only as of their
dates.   We  undertake  no   obligation   to  publicly   update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

                                      -10-
SELLING STOCKHOLDERS

         This  prospectus  relates to the reoffer and resale of shares issued or
that may be issued to the  selling  shareholders  under our 1994  Incentive  and
Non-Qualified  Plan, our 1995 Stock Option Plan for Outside Directors,  our 1994
Consultants Stock Option Plan or under options issued to consultants.

         The following table sets forth (i) the number of shares of common stock
beneficially  owned by each  selling  shareholder  at October 1, 1999,  (ii) the
number of shares to be offered for resale by each selling  shareholder and (iii)
the  number  and  percentage  of shares of our  common  stock to be held by each
selling shareholder after completion of the offering.
Number of Shares of
                                                                                                    Common Stock/
                                            Number of Shares of             Number of            Percentage of Class
                                            Common Stock Owned             Shares to be           to be Owned After
              Name                                  at                     Offered for            Completion of the
                                            October 1, 1999                  Resale                  Offering
                                      ------------------------        -----------------       ---------------------
Barry Rubenstein
68 Wheatley Road
Brookville, NY 11545                  12,600,486(2)                   375,000(2)                    12,225,486/47.4%

Eli Oxenhorn
56 The Intervale
Roslyn Estates, NY 11576                 825,000(3)                   375,000(3)                     450,000/3.3%

Andrew Gyenes                            874,167(4)                   900,000                         20,000/*

Harrison Weaver                           47,500(5)                    45,000                          2,500/*

Rino Bergonzi                             30,000(6)                    25,000                          5,000/*

Peter Gyenes                              38,000(7)                    25,000                         13,000/*

Edward Schroeder                         185,000(8)                   525,000(9)                      10,000/*
---------------
* Less than one percent.

(1)      Beneficial  ownership is determined in accordance with the rules of the
         SEC and  generally  includes  any person who,  directly or  indirectly,
         through any contract,  arrangement,  understanding or otherwise, has or
         shares voting or investment power with respect to securities. Shares of
         common  stock  issuable  upon the  exercise  of options,  warrants  and
         convertible notes currently exercisable or convertible,  or exercisable
         or convertible  within 60 days are deemed outstanding for computing the
         percentage  ownership of the person holding such options or warrants or
         convertible  notes but are not deemed  outstanding  for  computing  the
         percentage ownership of any other person.

                                      -11-
(2)      Includes   175,000   shares  of  common  stock   underlying   presently
         exercisable  options.  Mr.  Rubenstein  may  also be  deemed  to  share
         beneficial  ownership of 12,127,486  shares of Common Stock  (including
         9,450,000 shares of Common Stock underlying Class D Preferred Stock and
         400,000 shares of Common Stock underlying the exercise of a Warrant) by
         virtue of being:  (i) a stockholder,  officer and director of InfoMedia
         Associates,  Ltd.  ("InfoMedia")  which is a  general  partner  of 21st
         Century Communications  Partners, L.P., 21st Century Communications T-E
         Partners, L.P. and 21st Century Communications Foreign Partners,  L.P.;
         (ii) a trustee of the Marilyn and Barry Rubenstein  Family  Foundation;
         and (iii) a general  partner of each of  Wheatley  Partners  II,  L.P.,
         Seneca  Ventures,  the Woodland  Venture  Fund,  Woodland  Partners and
         Rev-Wood Partners  ("Rev-Wood").  Mr. Rubenstein  disclaims  beneficial
         ownership  of these  securities,  except to the  extent  of his  equity
         interest  therein.  The  information  relating  to the resale of shares
         assumes that Rev-Wood has  distributed its right to exercise the option
         to Mr. Rubenstein in proportion to his interest in Rev- Wood.

(3)      Includes (i) 175,000 shares underlying  presently  exercisable  options
         and (ii)  shares  underlying  options  held by Rev-Wood as to which Mr.
         Oxenhorn  disclaims  beneficial  ownership  except to the extent of his
         equity interest therein.  The information relating to the resale of the
         shares assumes that Rev-Wood has  distributed its right to exercise the
         option to Mr. Oxenhorn in proportion to his interest in Rev-Wood.

(4)      Consists of 854,167  shares of common stock  issuable  upon exercise of
         presently  exercisable  options,  10,000  shares  owned  by the  AnnMar
         Manufacturing  Inc.  Employee Pension Plan as trustee and 10,000 shares
         owned jointly by Mr. Gyenes and his wife.

(5)      Consists of 2,500  shares of Common Stock owned by Mr.  Weaver,  20,000
         shares of common stock issuable upon exercise of presently  exercisable
         options and 25,000  shares of common stock  issuable  upon  exercise of
         presently exercisable options granted pursuant to the 1995 Stock Option
         Plan for  Outside  Directors.  Excludes  50,000  presently  exercisable
         options held by The  Continuum  Group,  Inc.,  which options Mr. Weaver
         disclaims beneficial ownership of.

(6)      Consists  of 5,000  shares of Common  Stock owned by Mr.  Bergonzi  and
         25,000  shares of Common  Stock  issuable  upon  exercise of  presently
         exercisable options granted pursuant to the Outside Directors' Plan.

(7)      Consists of 3,000  shares of Common  Stock owned by Mr.  Peter  Gyenes,
         25,000  shares of Common  Stock  issuable  upon  exercise of  presently
         exercisable  options  granted  pursuant to the 1995 Outside  Directors'
         Plan, and 10,000 shares owned by the AnnMar Manufacturing Inc. Employee
         Pension Plan as trustee.

(8)      Consists of shares underlying currently exercisable options for 175,000
         shares and 10,000 shares owned by Mr. Schroeder.

(9)      Consists of shares underlying all options held by Mr. Schroeder.

                                      -12-
PLAN OF DISTRIBUTION

         This  offering  is  self-underwritten;   neither  we  nor  the  selling
stockholders  have employed an  underwriter  for the sale of common stock by the
selling  stockholders.  We  will  bear  all  expenses  in  connection  with  the
preparation of this prospectus.  The selling stockholders will bear all expenses
associated with the sale of the common stock.

         The  selling  stockholders  may offer  their  shares  of  common  stock
directly  or  through  pledgees,  donees,  transferees  or other  successors  in
interest in one or more of the following transactions:

         o        On any stock  exchange on which the shares of common stock may
                  be listed at the time of sale
         o        In negotiated transactions
         o        In the over-the-counter market
         o        In a combination of any of the above transactions

         The selling stockholders may offer their shares of common stock at any
of the following prices:

         o        Fixed prices which may be changed
         o        Market prices prevailing at the time of sale
         o        Prices related to such prevailing market prices
         o        At negotiated prices

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

         Any broker-dealer  acquiring common stock from the selling stockholders
may sell the shares either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis or to its  customers.
Any such sales may be at prices then  prevailing on Nasdaq or at prices  related
to such prevailing  market prices or at negotiated  prices to its customers or a
combination of such methods.  The selling  stockholders  and any  broker-dealers
that act in  connection  with the sale of the common  stock  hereunder  might be
deemed  to be  "underwriters"  within  the  meaning  of  Section  2(11)  of  the
Securities Act; any commissions received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts and commissions
under  the  Securities  Act.  Any such  commissions,  as well as other  expenses
incurred by the selling  stockholders and applicable transfer taxes, are payable
by the selling stockholders.

         The selling stockholders reserve the right to accept, and together with
any agent of the selling stockholder, to reject in whole or in part any proposed
purchase of the shares of common stock.  The selling  stockholders  will pay any
sales   commissions   or  other   seller's   compensation   applicable  to  such
transactions.

         We have not  registered or qualified  offers and sales of shares of the
common stock under the laws of any  country,  other than the United  States.  To
comply with certain states' securities laws, if applicable, the

                                      -13-
selling  stockholders  will offer and sell their  shares of common stock in such
jurisdictions  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in certain  states  the  selling  stockholders  may not offer or sell
shares of common stock unless we have  registered  or qualified  such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

         The selling  shareholders  have  represented to us that any purchase or
sale of shares of common stock by them will comply with Regulation M promulgated
under the  Securities  Exchange Act of 1934,  as amended.  In general,  Rule 102
under  Regulation M prohibits any person  connected with a  distribution  of our
common stock (a  "Distribution")  from  directly or  indirectly  bidding for, or
purchasing for any account in which he or she has a beneficial interest,  any of
our common stock or any right to purchase our common stock,  for a period of one
business  day before and after  completion  of his or her  participation  in the
distribution (we refer to that time period as the "Distribution Period").

         During the Distribution  Period,  Rule 104 under Regulation M prohibits
the selling  shareholders and any other persons engaged in the Distribution from
engaging in any  stabilizing  bid or purchasing  our common stock except for the
purpose of  preventing  or  retarding a decline in the open market  price of our
common  stock.  No  such  person  may  effect  any  stabilizing  transaction  to
facilitate any offering at the market. Inasmuch as the selling shareholders will
be reoffering  and reselling our common stock at the market,  Rule 104 prohibits
them from effecting any  stabilizing  transaction in  contravention  of Rule 104
with respect to our common stock.

         There can be no assurance that the selling  shareholders  will sell any
or all of the shares offered by them hereunder or otherwise.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the shares
offered  hereby have been passed upon for the Company by Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, 505 Park Avenue, New York, New York 10022.

                                     EXPERTS

         The consolidated financial statements of Cornerstone Internet Solutions
Company as of May 31,  1999 and 1998,  and for the years then  ended,  have been
incorporated by reference herein and in the  registration  statement in reliance
upon  the  report  of  KPMG  LLP,  independent   certified  public  accountants,
incorporated by reference herein and, upon the authority of said firm as experts
in  accounting  and  auditing.  The report of KPMG LLP covering the May 31, 1999
financial  statements  contains an  explanatory  paragraph  that states that the
Company's  recurring  losses from operations raise  substantial  doubt about the
entity's  ability to continue as a going  concern.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
that uncertainty.

                             ADDITIONAL INFORMATION

         We have filed with the SEC a  registration  statement on Form S-8 under
the  Securities  Act with  respect to the shares  offered  hereby.  For  further
information  with  respect to the Company  and the  securities  offered  hereby,
reference is made to the registration  statement.  Statements  contained in this
prospectus as

                                      -14-
to the contents of any contract or other document are not necessarily  complete,
and in each instance, reference is made to the copy of such contract or document
filed as an exhibit to the  registration  statement,  each such statement  being
qualified in all respects by such reference.

                                      -15-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

                  The  SEC  allows  us  to   "incorporate   by  reference"   the
information  we file with  them,  which  means  that we can  disclose  important
information  to you by referring  you to those  documents.  The  information  we
incorporate  by  reference is  considered  to be a part of this  prospectus  and
information  that we file  later  with the SEC  will  automatically  update  and
replace this information. We incorporate by reference the documents listed below
and any future filings we make with the SEC under Sections  13(a),  13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended:

         (1)      Our  Annual  Report on Form  10-KSB for the year ended May 31,
                  1999;

         (2)      Our  Quarterly  Report on Form  10-QSB for the  quarter  ended
                  August 31, 1999; and

         (3)      Our Application  for  Registration of our common stock on Form
                  8-A dated September 28, 1994.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all  securities  offered  hereby  have  been  sold  or  which  de-registers  all
securities  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  reports and
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         As permitted by the Delaware  General  Corporation  Law  ("DGCL"),  the
Company's  Certificate  of  Incorporation,   as  amended,  limits  the  personal
liability  of a director  or officer to the  Company  for  monetary  damages for
breach of fiduciary duty of care as a director.  Liability is not eliminated for
(i)  any  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or stock purchase or redemptions  pursuant to Section 174 of the DGCL,
or (iv) any  transaction  from which the director  derived an improper  personal
benefit.

         The Company has also entered into indemnification  agreements with each
of its directors and executive officers. The indemnification  agreements provide
that the  directors and executive  officers will be  indemnified  to the fullest
extent  permitted by applicable law against all expenses  (including  attorneys'
fees),  judgments,  fines and  amounts  reasonably  paid or incurred by them for
settlement in any threatened,  pending or completed action,  suit or proceeding,
including any derivative  action,  on account of their services as a director or
officer  of the  Company  or of any  subsidiary  of the  Company or of any other
company or  enterprise  in which they are serving at the request of the Company.
No indemnification will be provided under the

                                      II-1
indemnification  agreements,  however,  to any director or executive  officer in
certain  limited  circumstances,  including on account of knowingly  fraudulent,
deliberately  dishonest or willful  misconduct.  To the extent the provisions of
the  indemnification   agreements  exceed  the   indemnification   permitted  by
applicable  law, such  provision may be  unenforceable  or may be limited to the
extent  they are found by a court of  competent  jurisdiction  to be contrary to
pubic policy.

DELAWARE LAW

         The  Company is subject to Section 203 of the DGCL,  which  prevents an
"interested  stockholder" (defined in Section 203, generally, as a person owning
15% or more of a  corporation's  outstanding  voting  stock) from  engaging in a
"business combination" with a publicly-held Delaware corporation for three years
following  the date such person became an interested  stockholder,  unless:  (i)
before such person became an interested  stockholder,  the board of directors of
the  corporation  approved the  transaction in which the interested  stockholder
became an interested stockholder or approved the business combination; (ii) upon
consummation  of the transaction  that resulted in the interested  stockholder's
becoming an interested stockholder, the interested stockholder owns at least 85%
of the voting stock of the  corporation  outstanding at the time the transaction
commenced (subject to certain exceptions), or (iii) following the transaction in
which such person became an interested stockholder,  the business combination is
approved  by the board of  directors  of the  corporation  and  authorized  at a
meeting of  stockholders  by the  affirmative  vote of the holders of 66% of the
outstanding  voting  stock  of the  corporation  not  owned  by  the  interested
stockholder. A "business combination" includes mergers, stock or asset sales and
other   transactions   resulting  in  a  financial  benefit  to  the  interested
stockholder.

         The  provisions  of  Section  203 of the DGCL  could have the effect of
delaying, deferring or preventing a change in the control of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

          *4.1    1994 Incentive and Non-Qualified Stock Option Plan.
          *4.13   1994 Consultant Stock Option Plan.
          *4.14   1995 Stock Option Plan for Outside Directors.
         **4.15   Option Agreement to Consultant.
           ***5   Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
        ***23.1   Consent of KPMG LLP.
        ***23.2   Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

-------------
*   Incorporated  herein  by  reference  to  such  Exhibit  to the  Registration
Statement on Form SB-2 of the Registrant ( Registration No.  333-22454) Filed in
March 1996, as amended.
**  Incorporated  herein  by  reference  to  such  Exhibit  to the  Registration
Statement on Form SB-2 of the Registrant  (Registration  No.  33-83694) filed on
September 6, 1994.
***Filed herewith.

                                      II-2
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: (i) To include any prospectus
                           required by Section 10(a)(3) of the Securities Act of
                           1933;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    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 the  Registration
                                    Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the  Registration  Statement;
                                    Provided,  however,  that paragraphs (i) and
                                    (ii)  above do not apply if the  information
                                    required to be included in a  post-effective
                                    amendment by those  paragraphs  is contained
                                    in periodic  reports filed by the registrant
                                    pursuant  to  Section  13 or  15(d)  of  the
                                    Securities  Exchange  Act of 1934  that  are
                                    incorporated    by    reference    in    the
                                    Registration Statement;

                  (2)      That, for the purposes 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  that 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 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         C.       Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 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

                                      II-3
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 a controlling precedent,  submit to
                  a court of appropriate  jurisdiction the question whether such
                  indemnification by it is against public policy as expressed in
                  the  Securities  Act of 1933 and will be governed by the final
                  adjudication of such issue.

         D.       The  undersigned  registrant  hereby  undertakes to deliver or
                  cause to be delivered with the  prospectus,  to each person to
                  whom  the   prospectus  is  sent  or  given,  a  copy  of  the
                  registrant's  latest  annual  report to  stockholders  that is
                  incorporated  by reference  in the  prospectus  and  furnished
                  pursuant to and meeting the requirements of Rule 14a-3 or Rule
                  14c-3 under the  Securities  Exchange Act of 1934;  and, where
                  interim  financial  information  required to be  presented  by
                  Article  3  of  Regulation   S-X  is  not  set  forth  in  the
                  prospectus,  to  deliver,  or  cause to be  delivered  to each
                  person to whom the  prospectus  is sent or given,  the  latest
                  quarterly   report  that  is   specifically   incorporated  by
                  reference in the prospectus to provide such interim  financial
                  information.

                                      II-4
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized in the City of New York,  State of New York on this 22nd day of
October, 1999.

                              CORNERSTONE INTERNET SOLUTIONS COMPANY

                              By: /s/ Edward Schroeder
                                  ----------------------------------------------
                                  Name:  Edward Schroeder
                                  Title: President and Chief Executive Officer

                                Power of Attorney

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  each of  Andrew  Gyenes  and  Edward
Schroeder his true and lawful  attorneys-in-fact  and agent,  with full power of
substitution and resubstitution, for and in his or her name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  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 said attorney-in-fact and agent, full power and authority to do and perform
each and  every act and thing  requisite  necessary  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated:

Signatures                                 Title                Date
----------                                 -----                ----

/s/ Andrew Gyenes              Chairman of the Board           October 22, 1999
-----------------------
Andrew Gyenes

/s/ Edward Schroeder           Director, President and Chief   October 22, 1999
-----------------------        Executive Officer
Edward Schroeder               (Principal Financial Officer)

/s/ Rino Bergonzi              Director                        October 22, 1999
-----------------------
Rino Bergonzi

/s/ Peter Gyenes               Director                        October 22, 1999
-----------------------
Peter Gyenes

/s/ Harrison Weaver            Director                        October 22, 1999
-----------------------
Harrison Weaver

                                      II-5
Amended and  Restated  1994  Incentive  and  Non-Qualified  Stock  Option  Plan.
Pursuant to the  requirements  of the  Securities  Act of 1933, the trustees (or
other persons who administer the 1994  Incentive and  NonQualified  Stock Option
Plan) have duly caused this registration statement to be signed on its behalf by
the undersigned,  thereunto duly  authorized,  in the City of New York, State of
New York on October 22, 1999.

                                                      /s/ Harrison Weaver
                                                      --------------------------
                                                        Harrison Weaver

                                                      /s/ Rino Bergonzi
                                                      --------------------------
                                                          Rino Bergonzi

                                      II-6