As filed with the Securities and
Exchange Commission on January 24, 2000                  Reg. No. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                              MARK SOLUTIONS, INC.
                     --------------------------------------
             (Exact name of Registrant as specified in its charter)

       Delaware                                            11-2864481
    -------------                                        ---------------
(State or other jurisdiction                             (IRS Employer
 of incorporation or organization)                      Identification No.)

                            Parkway Technical Center
                                1515 Broad Street
                          Bloomfield, New Jersey 07003
                -------------------------------------------------
                (Address of principal offices including zip code)


               Stock Option Grants Pursuant to Written Agreements
               --------------------------------------------------
                              (Full Title of Plans)

                             Carl Coppola, President
                              Mark Solutions, Inc.
                                1515 Broad Street
                          Bloomfield, New Jersey 07003
                          ----------------------------
                     (Name and Address of agent for service)

                                 (973) 893-0500
                                 --------------
          (Telephone number including area code for agent for service)


                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each   Amount to be   Proposed Maximum  Proposed Maximum  Amount of
Class to        Registered(1)  Offering Price    Aggregate         Registration
be                                               Per Share (2)     Fee (1)
Registered                                                         Offering
                                                                   Price (2)
--------------------------------------------------------------------------------
Common Stock,
$.01 par value    169,550          $4.8125        $ 815,960        $  270.00
===============================================================================
(1)  Also   registered   hereby   pursuant  to  Rule  416  are  such  additional
indeterminate  shares of Common Stock or other securities as may become issuable
by  reason  of  stock  splits  or other  adjustments  pursuant  to  antidilution
provisions of Stock Option Grants Pursuant to Written Agreements.
(2) Estimated  solely for purposes of calculating  registration  fee pursuant to
Rule 457 based upon the last sales price as reported on Nasdaq  within the prior
five days.


                         Exhibit Index Appears on Page 8


<PAGE>




                              MARK SOLUTIONS, INC.

                         Form S-8 Registration Statement
                                       For
               Stock Option Grants Pursuant to Written Agreements
                     ---------------------------------------

                                     PART I.

                Information Required in Section 10(a) Prospectus

     This  registration  statement  is filed with the  Securities  and  Exchange
Commission  (the "SEC") for the purpose of registering  169,550 shares of common
stock,  $.01 par value, of Mark underlying  certain stock option grants pursuant
to written agreements (the "Option Grants").

     Information  required by Part I (Items 1 and 2) is  included  in  documents
given  or to be  given to  recipients  of the  Option  Grants  pursuant  to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").


                                    PART II.

                 Information Required in Registration Statement


Item 3- Incorporation of Documents by Reference.

     The following documents filed by Mark (Commission No.
0-17118)  are  incorporated  and made a part of this  registration  statement by
reference:

(a) Mark's Annual Report on Form 10-K,  containing audited
    financial statements, for the fiscal year ended June 30, 1999.

(b) Mark's definitive proxy statement for its Annual  Shareholders
    Meeting held on December 17, 1999.

(c) Mark's quarterly report on Form 10-Q for the fiscal quarter
    ended September 30, 1999.

(d) Mark's Current Report on Form 8-K- Event Date December 16, 1999.

(e) The description of common stock contained  in  Mark's  Registration
    Statement  on Form S-1  declared  effective  by the SEC on December 31,
    1999 (Commission File Number 333-62513).

In addition,  all  documents  subsequently  filed by Mark under  Section  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective  amendment indicating that all of the common stock offered have


                                      2

<PAGE>


been sold, or deregistering all such securities then remaining unsold are deemed
to be  incorporated  by  reference  into  and  made a part of this  registration
statement  from the date of filing.  Information  contained in these  subsequent
filings  automatically  modifies or  supersedes  previously  filed  information,
including information contained in this registration statement.

Item 4- Description of Securities.

     Not applicable.


Item 5- Interests of Named Experts and Counsel.

     Timothy J. McCartney, Esq., legal counsel to Mark, is rendering the opinion
regarding  the legality of the common stock offered  pursuant this  registration
statement.

Item 6- Indemnification of Officers and Directors.

     Reference is made to Article Seven of the Certificate of Incorporation
of the Registrant and Section 145 of the Delaware General Corporation Law.

     Article  Seven  of the  Certificate  of  Incorporation  of  the  Registrant
provides for indemnification to the full extent permitted by Delaware law of all
persons whom it shall have the power to indemnify thereunder. Section 145 of the
General  Corporation Law of the State of Delaware  ("GCL")  contains  provisions
entitling  directors  and officers of the  Registrant  to  indemnification  from
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorney's  fees, as the result of being or having been a director or officer of
the  Registrant  provided  said officers or directors  acted in good faith.  GCL
Section 145 provides broad powers of  indemnification  of directors and officers
by their corporation. For example, the board of directors, the shareholders,  or
independent legal counsel in some circumstances may authorize the corporation to
indemnify any officer or director again expenses  (including  attorneys'  fees),
judgments,  fines  and  amounts  paid in  settlement,  actually  and  reasonable
incurred by him in connection with any threatened,  pending or completed action,
suit or proceeding  other than an action by or in the right of the  corporation,
whether civil, criminal, administrative or investigative - by reason of the fact
that he is or was a director or officer of the corporation,  if such director or
officer acted in good faith and in a manner he  reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct

                                       3
<PAGE>

was unlawful.  With respect to any  threatened,  pending or completed  action or
suit by or in the right of a Delaware  corporation,  the corporation may in like
manner indemnify any officer or director against expenses (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such personal shall have been adjudged to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
corporation,  but only if and to the extent  that the Court of  Chancery  or the
court in which the action or suit was brought shall  determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

     Should a director or officer  defend  litigation  arising out of his office
and be  successful  on the merits or  otherwise  in defense of the  action,  GCL
Section 145 provides that such officer or director shall be indemnified  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     Finally, a corporation organized under the GCL shall have power to purchase
and  maintain  insurance  on behalf  of any  director  or  officer  against  any
liability  asserted  against him and incurred by him in such capacity or arising
out of his status as an officer or a  director,  whether or not the  corporation
would have the power to indemnify  him against such  liability  under the before
described provisions of Section 145 of the GCL.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors  and  officers,  or  persons  controlling  the
Registrant,  the  Registrant  has been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

     The Registrant has obtained insurance to protect its directors and officers
against  certain  liabilities  under a directors and officers  policy  providing
customary coverage.


Item 7- Exemption From Registration Claimed.

     Not applicable.



                                       4
<PAGE>


Item 8- Exhibits.

Reference  is made to the  Exhibit  Index  which is  included  on page 8 of this
Registration Statement.


Item 9- Undertakings.

     (A) With respect to the Common Stock,  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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total value of  securities  offered would not exceed
that which was  registered)  and any  deviation  from the low or high end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes  in the  volume  and price  represent  no more than a 20%  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" Table in the effective registration statement;

         (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,  the  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  shall  not  apply  if the
information  required  to be  included  in a  post-effective  amendment  by such
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  that are incorporated by
reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                       5
<PAGE>


          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (B) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  liability under the Securities Act, each of the registrant's annual
reports  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and
where  applicable,  each filing of an  employee  benefit's  plan  annual  report
pursuant to Section 15(d) of the exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (C) 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,  the latest annual  report to security  holders that is  incorporated  by
reference in the prospectus and furnish pursuant to and meeting the requirements
of Rule  14-a-3 or Rule  14c-3  under  the  Exchange  Act;  and,  where  interim
financial  information  required to be presented by Article 3 of Regulation  S-X
are not set forth in the  prospectus,  to deliver,  to cause to be  delivered to
each person to whom the prospectus is sent or given,  the latest  quarterly that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

      (D)  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 provisions set forth in Item 6 hereof
or  otherwise,  the  Registrant  has been  advised  that in the  opinion  of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933,  and is therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding) is asserted by such director,  officer or controlling  person of the
Registrant in connection with the securities  being  registered,  the Registrant
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  of 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.



                                       6
<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 a registration statement 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 Town of  Bloomfield,  State of New Jersey on
January 21, 2000.


                              MARK SOLUTIONS, INC.


                              By:  /s/  Carl Coppola
                                   -----------------------------------
                                     Carl Coppola, President and
                                     Chief Executive Officer

                                  /s/  Michael Nafash
                                  ------------------------------------
                                  Michael Nafash,
                                  Chief Financial Officer


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


Signature                  Title                  Date
---------                  -----                  ----


/s/ Carl Coppola           President, Chief       January 21, 2000
----------------------
(Carl Coppola)             Executive Officer
                           and Director

/s/ Michael Nafash         Chief Financial        January 21, 2000
----------------------
(Michael Nafash)           Officer and Director

/s/ Richard Branca         Director               January 21, 2000
----------------------
(Richard Branca)

/s/ Yitz Grossman          Director               January 21, 2000
----------------------
(Yitz Grossman)

/s/ Ronald E. Olszowy      Director               January 21, 2000
----------------------
(Ronald E. Olszowy)

/s/ William Westerhoff     Director               January 21, 2000
----------------------
(William Westerhoff)



                                       7
<PAGE>



                                  EXHIBIT INDEX

               Exhibit numbers are in accordance with the Exhibit
                      Table in Item 601 of Regulation S-K.


Exhibit
Number   Description
------   -----------

 4.1     Form of Stock Option Grant Agreement

 5.1     Opinion of Timothy J. McCartney, Esq.
          re: legality

23.1    Consent of Holtz Rubenstein & Co., LLP

23.2    Consent of Timothy J. McCartney, Esq.
          (included in Exhibit 5.1)




























                                       8
<PAGE>


                                                                     EXHIBIT 4.1



                        WARRANT TO PURCHASE COMMON STOCK
                             VOID AFTER ************


                              MARK SOLUTIONS, INC.
             (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)



NUMBER                                          PURCHASE WARRANTS
 ****                                              --*****--

                          PURCHASE WARRANT CERTIFICATE



       THIS CERTIFIES that:

   ***********************

            is the owner of ****************  (******) Warrants, and is entitled
to purchase from MARK SOLUTIONS, INC., a corporation incorporated under the laws
of the State of Delaware (the "Company") fully paid and non-assessable shares of
Common  Stock,  $  .01  par  value,  of  the  Company,  ("Common  Stock"),  upon
presentation  and  surrender  of this Warrant  with the  Subscription  Form duly
executed,  on or before  ************* (the "Expiration Date") at the offices of
the Company and upon payment  thereof of the purchase  price, in lawful money of
the United  States of  America.  The  purchase  price shall be $ **** per share,
subject to adjustment as herein provided (the "Exercise Price").


1.  Transferability  and Divisibility.  Subject to the restrictions set forth in
this Section, this Warrant may not be divided and is not transferable.

2. Exercise. The Holder may exercise the Warrant with respect to all or any part
of the number of shares of Common Stock then exercisable hereunder by giving the
Secretary of the Company  written  notice of intent to  exercise.  The notice of
exercise  shall  specify  the number of shares as to which the  Warrant is to be
exercised and the date of exercise thereof.

On the exercise date or as soon thereafter as is practicable,  the Company shall
cause to be delivered  to the Holder,  a  certificate  or  certificates  for the
shares then being purchased upon full payment for such shares.


                                       1
<PAGE>


3.  Registration  Rights.  If  applicable,  the Holder of the  Warrant  shall be
entitled to include the Common Stock  underlying the Warrant in any registration
statement with the Securities and Exchange  Commission  under the Securities Act
of 1933,  as  amended  (other  than as to  Common  Stock  issued  pursuant  to a
Registration  Statement on Form S-8 or S-4 or their  successor  form) during the
term of this Warrant, provided,  however, if the registration statement is being
filed in connection with a firm commitment  underwriting,  such  registration of
the underlying Common Stock shall be subject to the approval of the underwriter.

The Company  shall give the Warrant  holders at least ten (10) days prior notice
of any such filing of a registration statement.  All fees, disbursements and out
of  pocket  expenses  (other  than  the  warrant  holders   brokerage  fees  and
commissions,  applicable  transfer taxes and counsel fees and  disbursements) in
connection with the registration statement, including compliance with applicable
securities and "blue sky" laws shall be borne by the Company.


4.  Anti-dilution  Provisions.  The  Exercise  Price and the  number and kind of
securities  purchasable  upon the exercise of this  Warrant  shall be subject to
adjustment from time to time upon the happening of certain events as hereinafter
provided.  The  Exercise  Price in effect at any time and the number and kind of
securities  purchasable  upon  exercise  of each  Warrant  shall be  subject  to
adjustment as follows:

   (a) In case the Company  shall (i) pay a dividend or make a  distribution  on
its  share of  Common  Stock in  shares  of  Common  Stock,  (ii)  subdivide  or
reclassify its outstanding Common Stock into a greater number of shares, or (ii)
combine or  reclassify  its  outstanding  Common stock into a smaller  number of
shares,  the  Exercise  Price in effect at the time of the record  date for such
dividend  or  distribution  or  of  the  effective  date  of  such  subdivision,
combination or  reclassification  shall be proportionately  adjusted so that the
Holder of this  Warrant  exercised  after such date shall be entitled to receive
the  aggregate  number  and  kind of  shares  which,  if this  Warrant  had been
exercised  by such Holder  immediately  prior to such date,  he would have owned
upon such exercise and been entitled to receive upon such dividend, subdivision,
combination or  reclassification.  Such  adjustment  shall be made  successively
whenever any event listed above shall occur.

   (b)  Whenever  the Exercise  Price  payable upon  exercise of each Warrant is
adjusted pursuant to Subsection (a) above, the number of Shares purchasable upon
exercise of this Warrant shall  simultaneously  be adjusted by  multiplying  the
number of  Shares  initially  issuable  upon  exercise  of this  Warrant  by the
Exercise Price in effect on the date hereof and dividing the product so obtained
by the Exercise Price, as adjusted.

                                       2
<PAGE>

   (c) No  adjustment  shall be made by reason of the  issuance in exchange  for
cash,  property  or  services,  of  shares  of  Common  Stock or any  securities
convertible  into or  exchangeable  for shares of Common  Stock or carrying  the
right to purchase any of the foregoing.
There are no other anti-dilution provisions.

   (d) In the event that at any time, as a result of an adjustment made pursuant
to  Subsection  (a) above,  the Holder of this Warrant  thereafter  shall become
entitled  to  receive  any  shares of the  Company,  other  than  Common  Stock,
thereafter  the number of such other shares so receivable  upon exercise of this
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Common Stock contained herein.

   (e)  Irrespective  of any  adjustments in the Exercise Price or the number or
kind of shares purchasable upon exercise of this Warrant,  Warrants  theretofore
or thereafter  issued may continue to express the same price and number and kind
of shares as are stated in the similar Warrants  initially  issuable pursuant to
this Agreement.


5.  Consolidations  and Mergers.  If prior to the  Expiration  Date, the Company
shall  consolidate  with, or merge into another  company (except for a merger or
consolidation in which the Company is the continuing corporation), the holder of
this Warrant will thereafter be entitled to receive,  upon the exercise thereof,
the securities or property to which the holder of the number of shares of Common
Stock then  deliverable  upon the exercise  hereof would have owned or have been
entitled to receive upon such  consolidation  or merger,  and the Company  shall
take  such  steps in  connection  with  such  consolidation  or merger as may be
necessary to assure that the  provisions  of this Warrant  shall  thereafter  be
applicable as nearly as  reasonably  may be, in relation to any  securities  and
property  thereafter  deliverable  upon the  exercise of this  Warrant.  A sale,
conveyance  or lease to another  corporation  of the assets of the Company as an
entirety or  substantially  as an entirety,  in connection  which the Company is
dissolved, shall be deemed a consolidation or merger for the foregoing purposes.


6.  Fractional  Interests.  The Company  shall not issue  fractions of shares of
Common  Stock upon  exercise of this Warrant but in lieu thereof make payment in
cash  based on the  Exercise  Price in effect at that time or (ii)  issue  scrip
certificates  evidencing  such  fractional  interests  which when presented with
other like certificates representing in the aggregate least one whole share, may
be  exchanged  for whole shares of Common  Stock.  Such scrip  certificates  may
become void and of no effect  after a  reasonable  period as  specified  in such

                                       3
<PAGE>

scrip certificate.  The computation of any fractional  interest shall be made to
the first two decimal points without rounding.

7.  Reservation  of Shares;  Issuance.  The Company  shall  reserve a sufficient
number of shares of Common Stock to satisfy the  requirements  of this  Warrant.
The Company will take all action necessary to insure that all shares issued upon
exercise  of this  Warrant  will be duly and validly  authorized  and issued and
fully paid and non-assessable.


8. Notices. Any notices required under this Warrant shall be deemed given on the
date mailed if sent by certified mail,  return receipt  requested or on the date
of actual receipt by facsimile or other means. All notices to the holder of this
Warrant shall be sent to the address indicated on the Warrant register.


9.  Miscellaneous.  This Warrant will be governed by the substantive laws of the
State of New  Jersey.  This  Warrant  shall be binding  upon the  successors  or
assigns of the Company.


Dated: *****************


                                     MARK SOLUTIONS, INC.

                                     By:_________________________
                                        Carl Coppola, President








                                       4
<PAGE>



                                SUBSCRIPTION FORM
                      To Be Executed By The Holder in Order
                             To Exercise The Warrant


To: MARK SOLUTIONS, INC.

 The  undersigned   irrevocably   elects  to  exercise  the  right  of  purchase
represented   by  the  within   Warrant   for,   and  to   purchase   thereunder
____________________________________________________   shares   of   the   stock
provided  for  therein  and  tenders  payment  herewith  to the  order  of  MARK
SOLUTIONS,  INC. in the amount of $  __________________  in accordance  with the
terms of the Warrant.

The undersigned  requests that the certificates for such shares be issued in the
name of ________________________________

Insert Social Security Number
or Other Identifying Number
of Designated Stockholder    _____________________




Dated __________________

                                                --------------------------------
                                                             Warrantholder








                                       5
<PAGE>





                                                                    Exhibit  5.1

                              TIMOTHY J. McCARTNEY*
                                 Attorney-at-Law
                                   9 Elsa Way
                          Richboro, Pennsylvania 18954

                            Telephone (215) 396-7156
                            Facsimile (215) 396-7157

* Member of N.Y. Bar



January 21, 2000

Mark Solutions, Inc.
1515 Broad Street
Bloomfield, New Jersey 07003


Re: Form S-8 Registration Statement


Ladies and Gentlemen:

I have acted as counsel for Mark  Solutions,  Inc. (the "Company") in connection
with the registration of 169,550 shares of Common Stock,  $.01 par value, of the
Company (the  "Shares")  under the  Securities Act of 1933, as amended on a Form
S-8 registration statement (the "Registration Statement") to be filed on January
21, 2000 with the Securities and Exchange Commission.

I have  examined  originals or copies,  certified or otherwise  identified to my
satisfaction,  of such corporate  records,  agreements and other instruments and
based upon such documents and other  investigation  as I have deemed necessary I
am of the opinion that:

    1. The Company has been duly organized and is validly existing as a business
corporation in good standing under the laws of the State of Delaware.

    2. Upon  effectiveness  of the  Registration  Statement and the delivery and
issuance of the Shares as described therein, such Shares will be validly issued,
fully paid and non-assessable.

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement and the related  prospectus and further  consent to the use of my name
in the Registration Statement.



Very Truly Yours,



Timothy J. McCartney



<PAGE>


                                                                    Exhibit 23.1


              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We hereby consent to the incorporation into this Registration  Statement on Form
S-8 of our report  dated  September  2, 1999 with  respect  to the  consolidated
financial  statements of Mark  Solutions,  Inc. as of June 30, 1998 and 1999 and
for the years then ended included in its Annual Report on Form 10-K for the year
ended June 30, 1999.  We also  consent to the  reference to us under the heading
"Experts" in the Prospectus which is part of the Registration Statement.




                                            /s/ HOLTZ RUBENSTEIN & CO., LLP
                                            HOLTZ RUBENSTEIN & CO., LLP


Melville, New York
January 20, 2000




<PAGE>
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As filed with the Securities and
Exchange Commission on January 24, 2000                  Reg. No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              MARK SOLUTIONS, INC.
                     --------------------------------------
             (Exact name of Registrant as specified in its charter)

       Delaware                                            11-2864481
    -------------                                        ---------------
(State or other jurisdiction                             (IRS Employer
 of incorporation or organization)                      Identification No.)

                            Parkway Technical Center
                                1515 Broad Street
                          Bloomfield, New Jersey 07003
                -------------------------------------------------
                (Address of principal offices including zip code)

               Stock Option Grants Pursuant to Written Agreements
               --------------------------------------------------
                              (Full Title of Plans)

                             Carl Coppola, President
                              Mark Solutions, Inc.
                                1515 Broad Street
                          Bloomfield, New Jersey 07003
                          ----------------------------
                     (Name and Address of agent for service)

                                 (973) 893-0500
                                 --------------
          (Telephone number including area code for agent for service)

                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each   Amount to be   Proposed Maximum  Proposed Maximum  Amount of
Class to        Registered(1)  Offering Price    Aggregate         Registration
be                                               Per Share (2)     Fee (1)
Registered                                                         Offering
                                                                   Price (2)
--------------------------------------------------------------------------------
Common Stock,
$.01 par value    169,550          $4.8125        $ 815,960        $  270.00
===============================================================================
(1)  Also   registered   hereby   pursuant  to  Rule  416  are  such  additional
indeterminate  shares of Common Stock or other securities as may become issuable
by  reason  of  stock  splits  or other  adjustments  pursuant  to  antidilution
provisions of Stock Option Grants Pursuant to Written Agreements.
(2) Estimated  solely for purposes of calculating  registration  fee pursuant to
Rule 457 based upon the last sales price as reported on Nasdaq  within the prior
five days.

                         Exhibit Index Appears on Page 8
MARK SOLUTIONS, INC.

                         Form S-8 Registration Statement
                                       For
               Stock Option Grants Pursuant to Written Agreements
                     ---------------------------------------

                                     PART I.

                Information Required in Section 10(a) Prospectus

     This  registration  statement  is filed with the  Securities  and  Exchange
Commission  (the "SEC") for the purpose of registering  169,550 shares of common
stock,  $.01 par value, of Mark underlying  certain stock option grants pursuant
to written agreements (the "Option Grants").

     Information  required by Part I (Items 1 and 2) is  included  in  documents
given  or to be  given to  recipients  of the  Option  Grants  pursuant  to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

                                    PART II.

                 Information Required in Registration Statement

Item 3- Incorporation of Documents by Reference.

     The following documents filed by Mark (Commission No.
0-17118)  are  incorporated  and made a part of this  registration  statement by
reference:

(a) Mark's Annual Report on Form 10-K,  containing audited
    financial statements, for the fiscal year ended June 30, 1999.

(b) Mark's definitive proxy statement for its Annual  Shareholders
    Meeting held on December 17, 1999.

(c) Mark's quarterly report on Form 10-Q for the fiscal quarter
    ended September 30, 1999.

(d) Mark's Current Report on Form 8-K- Event Date December 16, 1999.

(e) The description of common stock contained  in  Mark's  Registration
    Statement  on Form S-1  declared  effective  by the SEC on December 31,
    1999 (Commission File Number 333-62513).

In addition,  all  documents  subsequently  filed by Mark under  Section  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective  amendment indicating that all of the common stock offered have

                                      2
been sold, or deregistering all such securities then remaining unsold are deemed
to be  incorporated  by  reference  into  and  made a part of this  registration
statement  from the date of filing.  Information  contained in these  subsequent
filings  automatically  modifies or  supersedes  previously  filed  information,
including information contained in this registration statement.

Item 4- Description of Securities.

     Not applicable.

Item 5- Interests of Named Experts and Counsel.

     Timothy J. McCartney, Esq., legal counsel to Mark, is rendering the opinion
regarding  the legality of the common stock offered  pursuant this  registration
statement.

Item 6- Indemnification of Officers and Directors.

     Reference is made to Article Seven of the Certificate of Incorporation
of the Registrant and Section 145 of the Delaware General Corporation Law.

     Article  Seven  of the  Certificate  of  Incorporation  of  the  Registrant
provides for indemnification to the full extent permitted by Delaware law of all
persons whom it shall have the power to indemnify thereunder. Section 145 of the
General  Corporation Law of the State of Delaware  ("GCL")  contains  provisions
entitling  directors  and officers of the  Registrant  to  indemnification  from
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorney's  fees, as the result of being or having been a director or officer of
the  Registrant  provided  said officers or directors  acted in good faith.  GCL
Section 145 provides broad powers of  indemnification  of directors and officers
by their corporation. For example, the board of directors, the shareholders,  or
independent legal counsel in some circumstances may authorize the corporation to
indemnify any officer or director again expenses  (including  attorneys'  fees),
judgments,  fines  and  amounts  paid in  settlement,  actually  and  reasonable
incurred by him in connection with any threatened,  pending or completed action,
suit or proceeding  other than an action by or in the right of the  corporation,
whether civil, criminal, administrative or investigative - by reason of the fact
that he is or was a director or officer of the corporation,  if such director or
officer acted in good faith and in a manner he  reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct

                                       3
was unlawful.  With respect to any  threatened,  pending or completed  action or
suit by or in the right of a Delaware  corporation,  the corporation may in like
manner indemnify any officer or director against expenses (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such personal shall have been adjudged to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
corporation,  but only if and to the extent  that the Court of  Chancery  or the
court in which the action or suit was brought shall  determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

     Should a director or officer  defend  litigation  arising out of his office
and be  successful  on the merits or  otherwise  in defense of the  action,  GCL
Section 145 provides that such officer or director shall be indemnified  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     Finally, a corporation organized under the GCL shall have power to purchase
and  maintain  insurance  on behalf  of any  director  or  officer  against  any
liability  asserted  against him and incurred by him in such capacity or arising
out of his status as an officer or a  director,  whether or not the  corporation
would have the power to indemnify  him against such  liability  under the before
described provisions of Section 145 of the GCL.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors  and  officers,  or  persons  controlling  the
Registrant,  the  Registrant  has been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

     The Registrant has obtained insurance to protect its directors and officers
against  certain  liabilities  under a directors and officers  policy  providing
customary coverage.

Item 7- Exemption From Registration Claimed.

     Not applicable.

                                       4
Item 8- Exhibits.

Reference  is made to the  Exhibit  Index  which is  included  on page 8 of this
Registration Statement.

Item 9- Undertakings.

     (A) With respect to the Common Stock,  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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total value of  securities  offered would not exceed
that which was  registered)  and any  deviation  from the low or high end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes  in the  volume  and price  represent  no more than a 20%  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" Table in the effective registration statement;

         (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,  the  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  shall  not  apply  if the
information  required  to be  included  in a  post-effective  amendment  by such
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  that are incorporated by
reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       5
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (B) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  liability under the Securities Act, each of the registrant's annual
reports  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and
where  applicable,  each filing of an  employee  benefit's  plan  annual  report
pursuant to Section 15(d) of the exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (C) 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,  the latest annual  report to security  holders that is  incorporated  by
reference in the prospectus and furnish pursuant to and meeting the requirements
of Rule  14-a-3 or Rule  14c-3  under  the  Exchange  Act;  and,  where  interim
financial  information  required to be presented by Article 3 of Regulation  S-X
are not set forth in the  prospectus,  to deliver,  to cause to be  delivered to
each person to whom the prospectus is sent or given,  the latest  quarterly that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

      (D)  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 provisions set forth in Item 6 hereof
or  otherwise,  the  Registrant  has been  advised  that in the  opinion  of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933,  and is therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding) is asserted by such director,  officer or controlling  person of the
Registrant in connection with the securities  being  registered,  the Registrant
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  of 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.

                                       6
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 a registration statement 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 Town of  Bloomfield,  State of New Jersey on
January 21, 2000.

                              MARK SOLUTIONS, INC.

                              By:  /s/  Carl Coppola
                                   -----------------------------------
                                     Carl Coppola, President and
                                     Chief Executive Officer

                                  /s/  Michael Nafash
                                  ------------------------------------
                                  Michael Nafash,
                                  Chief Financial Officer

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

Signature                  Title                  Date
---------                  -----                  ----

/s/ Carl Coppola           President, Chief       January 21, 2000
----------------------
(Carl Coppola)             Executive Officer
                           and Director

/s/ Michael Nafash         Chief Financial        January 21, 2000
----------------------
(Michael Nafash)           Officer and Director

/s/ Richard Branca         Director               January 21, 2000
----------------------
(Richard Branca)

/s/ Yitz Grossman          Director               January 21, 2000
----------------------
(Yitz Grossman)

/s/ Ronald E. Olszowy      Director               January 21, 2000
----------------------
(Ronald E. Olszowy)

/s/ William Westerhoff     Director               January 21, 2000
----------------------
(William Westerhoff)

                                       7
EXHIBIT INDEX

               Exhibit numbers are in accordance with the Exhibit
                      Table in Item 601 of Regulation S-K.

Exhibit
Number   Description
------   -----------

 4.1     Form of Stock Option Grant Agreement

 5.1     Opinion of Timothy J. McCartney, Esq.
          re: legality

23.1    Consent of Holtz Rubenstein & Co., LLP

23.2    Consent of Timothy J. McCartney, Esq.
          (included in Exhibit 5.1)

                                       8
EXHIBIT 4.1

                        WARRANT TO PURCHASE COMMON STOCK
                             VOID AFTER ************

                              MARK SOLUTIONS, INC.
             (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)

NUMBER                                          PURCHASE WARRANTS
 ****                                              --*****--

                          PURCHASE WARRANT CERTIFICATE

       THIS CERTIFIES that:

   ***********************

            is the owner of ****************  (******) Warrants, and is entitled
to purchase from MARK SOLUTIONS, INC., a corporation incorporated under the laws
of the State of Delaware (the "Company") fully paid and non-assessable shares of
Common  Stock,  $  .01  par  value,  of  the  Company,  ("Common  Stock"),  upon
presentation  and  surrender  of this Warrant  with the  Subscription  Form duly
executed,  on or before  ************* (the "Expiration Date") at the offices of
the Company and upon payment  thereof of the purchase  price, in lawful money of
the United  States of  America.  The  purchase  price shall be $ **** per share,
subject to adjustment as herein provided (the "Exercise Price").

1.  Transferability  and Divisibility.  Subject to the restrictions set forth in
this Section, this Warrant may not be divided and is not transferable.

2. Exercise. The Holder may exercise the Warrant with respect to all or any part
of the number of shares of Common Stock then exercisable hereunder by giving the
Secretary of the Company  written  notice of intent to  exercise.  The notice of
exercise  shall  specify  the number of shares as to which the  Warrant is to be
exercised and the date of exercise thereof.

On the exercise date or as soon thereafter as is practicable,  the Company shall
cause to be delivered  to the Holder,  a  certificate  or  certificates  for the
shares then being purchased upon full payment for such shares.

                                       1
3.  Registration  Rights.  If  applicable,  the Holder of the  Warrant  shall be
entitled to include the Common Stock  underlying the Warrant in any registration
statement with the Securities and Exchange  Commission  under the Securities Act
of 1933,  as  amended  (other  than as to  Common  Stock  issued  pursuant  to a
Registration  Statement on Form S-8 or S-4 or their  successor  form) during the
term of this Warrant, provided,  however, if the registration statement is being
filed in connection with a firm commitment  underwriting,  such  registration of
the underlying Common Stock shall be subject to the approval of the underwriter.

The Company  shall give the Warrant  holders at least ten (10) days prior notice
of any such filing of a registration statement.  All fees, disbursements and out
of  pocket  expenses  (other  than  the  warrant  holders   brokerage  fees  and
commissions,  applicable  transfer taxes and counsel fees and  disbursements) in
connection with the registration statement, including compliance with applicable
securities and "blue sky" laws shall be borne by the Company.

4.  Anti-dilution  Provisions.  The  Exercise  Price and the  number and kind of
securities  purchasable  upon the exercise of this  Warrant  shall be subject to
adjustment from time to time upon the happening of certain events as hereinafter
provided.  The  Exercise  Price in effect at any time and the number and kind of
securities  purchasable  upon  exercise  of each  Warrant  shall be  subject  to
adjustment as follows:

   (a) In case the Company  shall (i) pay a dividend or make a  distribution  on
its  share of  Common  Stock in  shares  of  Common  Stock,  (ii)  subdivide  or
reclassify its outstanding Common Stock into a greater number of shares, or (ii)
combine or  reclassify  its  outstanding  Common stock into a smaller  number of
shares,  the  Exercise  Price in effect at the time of the record  date for such
dividend  or  distribution  or  of  the  effective  date  of  such  subdivision,
combination or  reclassification  shall be proportionately  adjusted so that the
Holder of this  Warrant  exercised  after such date shall be entitled to receive
the  aggregate  number  and  kind of  shares  which,  if this  Warrant  had been
exercised  by such Holder  immediately  prior to such date,  he would have owned
upon such exercise and been entitled to receive upon such dividend, subdivision,
combination or  reclassification.  Such  adjustment  shall be made  successively
whenever any event listed above shall occur.

   (b)  Whenever  the Exercise  Price  payable upon  exercise of each Warrant is
adjusted pursuant to Subsection (a) above, the number of Shares purchasable upon
exercise of this Warrant shall  simultaneously  be adjusted by  multiplying  the
number of  Shares  initially  issuable  upon  exercise  of this  Warrant  by the
Exercise Price in effect on the date hereof and dividing the product so obtained
by the Exercise Price, as adjusted.

                                       2
(c) No  adjustment  shall be made by reason of the  issuance in exchange  for
cash,  property  or  services,  of  shares  of  Common  Stock or any  securities
convertible  into or  exchangeable  for shares of Common  Stock or carrying  the
right to purchase any of the foregoing.
There are no other anti-dilution provisions.

   (d) In the event that at any time, as a result of an adjustment made pursuant
to  Subsection  (a) above,  the Holder of this Warrant  thereafter  shall become
entitled  to  receive  any  shares of the  Company,  other  than  Common  Stock,
thereafter  the number of such other shares so receivable  upon exercise of this
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Common Stock contained herein.

   (e)  Irrespective  of any  adjustments in the Exercise Price or the number or
kind of shares purchasable upon exercise of this Warrant,  Warrants  theretofore
or thereafter  issued may continue to express the same price and number and kind
of shares as are stated in the similar Warrants  initially  issuable pursuant to
this Agreement.

5.  Consolidations  and Mergers.  If prior to the  Expiration  Date, the Company
shall  consolidate  with, or merge into another  company (except for a merger or
consolidation in which the Company is the continuing corporation), the holder of
this Warrant will thereafter be entitled to receive,  upon the exercise thereof,
the securities or property to which the holder of the number of shares of Common
Stock then  deliverable  upon the exercise  hereof would have owned or have been
entitled to receive upon such  consolidation  or merger,  and the Company  shall
take  such  steps in  connection  with  such  consolidation  or merger as may be
necessary to assure that the  provisions  of this Warrant  shall  thereafter  be
applicable as nearly as  reasonably  may be, in relation to any  securities  and
property  thereafter  deliverable  upon the  exercise of this  Warrant.  A sale,
conveyance  or lease to another  corporation  of the assets of the Company as an
entirety or  substantially  as an entirety,  in connection  which the Company is
dissolved, shall be deemed a consolidation or merger for the foregoing purposes.

6.  Fractional  Interests.  The Company  shall not issue  fractions of shares of
Common  Stock upon  exercise of this Warrant but in lieu thereof make payment in
cash  based on the  Exercise  Price in effect at that time or (ii)  issue  scrip
certificates  evidencing  such  fractional  interests  which when presented with
other like certificates representing in the aggregate least one whole share, may
be  exchanged  for whole shares of Common  Stock.  Such scrip  certificates  may
become void and of no effect  after a  reasonable  period as  specified  in such

                                       3
scrip certificate.  The computation of any fractional  interest shall be made to
the first two decimal points without rounding.

7.  Reservation  of Shares;  Issuance.  The Company  shall  reserve a sufficient
number of shares of Common Stock to satisfy the  requirements  of this  Warrant.
The Company will take all action necessary to insure that all shares issued upon
exercise  of this  Warrant  will be duly and validly  authorized  and issued and
fully paid and non-assessable.

8. Notices. Any notices required under this Warrant shall be deemed given on the
date mailed if sent by certified mail,  return receipt  requested or on the date
of actual receipt by facsimile or other means. All notices to the holder of this
Warrant shall be sent to the address indicated on the Warrant register.

9.  Miscellaneous.  This Warrant will be governed by the substantive laws of the
State of New  Jersey.  This  Warrant  shall be binding  upon the  successors  or
assigns of the Company.

Dated: *****************

                                     MARK SOLUTIONS, INC.

                                     By:_________________________
                                        Carl Coppola, President

                                       4
SUBSCRIPTION FORM
                      To Be Executed By The Holder in Order
                             To Exercise The Warrant

To: MARK SOLUTIONS, INC.

 The  undersigned   irrevocably   elects  to  exercise  the  right  of  purchase
represented   by  the  within   Warrant   for,   and  to   purchase   thereunder
____________________________________________________   shares   of   the   stock
provided  for  therein  and  tenders  payment  herewith  to the  order  of  MARK
SOLUTIONS,  INC. in the amount of $  __________________  in accordance  with the
terms of the Warrant.

The undersigned  requests that the certificates for such shares be issued in the
name of ________________________________

Insert Social Security Number
or Other Identifying Number
of Designated Stockholder    _____________________

Dated __________________

                                                --------------------------------
                                                             Warrantholder

                                       5
Exhibit  5.1

                              TIMOTHY J. McCARTNEY*
                                 Attorney-at-Law
                                   9 Elsa Way
                          Richboro, Pennsylvania 18954

                            Telephone (215) 396-7156
                            Facsimile (215) 396-7157

* Member of N.Y. Bar

January 21, 2000

Mark Solutions, Inc.
1515 Broad Street
Bloomfield, New Jersey 07003

Re: Form S-8 Registration Statement

Ladies and Gentlemen:

I have acted as counsel for Mark  Solutions,  Inc. (the "Company") in connection
with the registration of 169,550 shares of Common Stock,  $.01 par value, of the
Company (the  "Shares")  under the  Securities Act of 1933, as amended on a Form
S-8 registration statement (the "Registration Statement") to be filed on January
21, 2000 with the Securities and Exchange Commission.

I have  examined  originals or copies,  certified or otherwise  identified to my
satisfaction,  of such corporate  records,  agreements and other instruments and
based upon such documents and other  investigation  as I have deemed necessary I
am of the opinion that:

    1. The Company has been duly organized and is validly existing as a business
corporation in good standing under the laws of the State of Delaware.

    2. Upon  effectiveness  of the  Registration  Statement and the delivery and
issuance of the Shares as described therein, such Shares will be validly issued,
fully paid and non-assessable.

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement and the related  prospectus and further  consent to the use of my name
in the Registration Statement.

Very Truly Yours,

Timothy J. McCartney
Exhibit 23.1

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation into this Registration  Statement on Form
S-8 of our report  dated  September  2, 1999 with  respect  to the  consolidated
financial  statements of Mark  Solutions,  Inc. as of June 30, 1998 and 1999 and
for the years then ended included in its Annual Report on Form 10-K for the year
ended June 30, 1999.  We also  consent to the  reference to us under the heading
"Experts" in the Prospectus which is part of the Registration Statement.

                                            /s/ HOLTZ RUBENSTEIN & CO., LLP
                                            HOLTZ RUBENSTEIN & CO., LLP

Melville, New York
January 20, 2000