As filed with the Securities and                         
Exchange Commission on February 10, 1999                  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)


                   1999 Consultant Stock Grant and Option Plan
                         1999 Director Stock Option Plan
               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 of         Registered(1)   Offering Price        Aggregate    Registration
Securities to                      Per Share (2)                      Fee (1)
be Registered                      
-------------------------------------------------------------------------------
Offering Price (2)                                                             
-------------------------------------------------------------------------------
Common Stock,
$.01 par value     5,520,000    $ 0.96875            $5,347,500      $ 1,620.29
===============================================================================
(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 the 1999  Consultant  Stock Grant and Option Plan,  1999 Directors
Stock Option Plan and 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
                   1999 Consultant Stock Grant and Option Plan
                         1999 Director Stock Option Plan
                  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 "Commission") for the purpose of registering 5,520,000 shares of
common stock,  $.01 par value,  ("Common Stock") of the Registrant in connection
with its (i) 1999  Consultant  Stock  Grant and  Option  Plan  (the  "Consultant
Plan"),  (ii) 1999 Director  Stock Option Plan (the  "Director  Plan") and (iii)
Option Grants Pursuant to Written Agreements (the "Option Grants"). Collectively
the  Consultant  Plan,  Director  Plan and Option  Grants are referred to as the
"Plans").

     Information  required by Part I (Items 1 and 2) is  included  in  documents
given or to be given to  participants  in the Plan 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  are   incorporated   by  reference   into  this
Registration Statement, and are made a part hereof:

(a) The Registrant's Annual Report on Form 10-K/A2, containing audited financial
statements, for the fiscal year ended June 30, 1998.

(b) The Registrant's  quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 1998.

(c) The Registrant's Current Report on Form 8-K- Event Date January 29, 1999.

(d) All documents filed by the Registrant  pursuant to Section 13(a),  13(c), 14
or  15(d)  of the  Securities  Exchange  Act of  1934,  after  the  date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
indicating  that  all of the  securities  offered  hereby  have  been  sold,  or
deregistering all such securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  and to be a part  hereof from the date of filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated or deemed  incorporated by reference  herein modifies or supersedes
such statement. Any such document so modified or superseded shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.


                                       2
<PAGE>

(e) The description of securities of the Registrant offered hereunder  contained
in  Registrant's  Registration  Statement on Form S-1 declared  effective by the
Commission on December 30, 1998 (Commission File Number 333-62513).


Item 4- Description of Securities.

     Not applicable.


Item 5- Interests of Named Experts and Counsel.

     Timothy J. McCartney,  Esq., legal counsel to the Registrant,  is rendering
the opinion  regarding  the legality of the  securities  offered  pursuant  this
Registration Statement. Mr. McCartney has been granted options to purchase up to
50,000  shares  of the  Registrant's  Common  Stock  and such  shares  are being
registered under this Registrant 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,

                                       3
<PAGE>

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
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.
 
                                      4
<PAGE>

     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
Commission,  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.


Item 8- Exhibits.

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


Item 9- Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective   amendment  to  this  Registration   Statement  to  include  any
additional  or  changed  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.

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

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

(4) That for purposes of determining  any liability  under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934,  (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


                                       5
<PAGE>

in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) 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
February 8, 1999.



                                               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                  February 8, 1999
----------------------     Executive Officer 
(Carl Coppola)               and Director

/s/ Michael Nafash         Chief Financial                   February 8, 1999
----------------------     Officer and Director 
(Michael Nafash)           

/s/ Richard Branca         Director                          February 8, 1999
----------------------
(Richard Branca)

/s/ Yitz Grossman          Director                          February 8, 1999
----------------------
(Yitz Grossman)

/s/ Ronald E. Olszowy      Director                          February 8, 1999
----------------------
(Ronald E. Olszowy)

/s/ William Westerhoff     Director                          February 8, 1999
----------------------
(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                   Mark Solutions, Inc. 1999 Consultant Stock
                        Grant and Option Plan

  4.2                   Mark Solutions, Inc. 1999 Director Stock
                        Option Plan

  4.3                   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)
[{"type": "S-8", "sequence": "1", "description": "MARK SOLUTIONS, INC.", "secsgml_size_bytes": 17994}]
{"company-data": {"conformed-name": "MARK SOLUTIONS INC", "cik": "0000807397", "assigned-sic": "3448", "irs-number": "112864481", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72099", "film-number": "99528169"}, "business-address": {"street1": "1515 BROAD ST", "street2": "PARKWAY TECHNICAL CENTER", "city": "BLOOMFIELD", "state": "NJ", "zip": "07003", "phone": "9738930500X119"}, "mail-address": {"street1": "1515 BROAD ST", "street2": "PARKWAY TECHNICAL CENTER", "city": "BLOOMFIELD", "state": "NJ", "zip": "07003"}, "former-company": {"former-conformed-name": "SHOWCASE COSMETICS INC", "date-changed": "19920703"}}
As filed with the Securities and                         
Exchange Commission on February 10, 1999                  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)

                   1999 Consultant Stock Grant and Option Plan
                         1999 Director Stock Option Plan
               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 of         Registered(1)   Offering Price        Aggregate    Registration
Securities to                      Per Share (2)                      Fee (1)
be Registered                      
-------------------------------------------------------------------------------
Offering Price (2)                                                             
-------------------------------------------------------------------------------
Common Stock,
$.01 par value     5,520,000    $ 0.96875            $5,347,500      $ 1,620.29
===============================================================================
(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 the 1999  Consultant  Stock Grant and Option Plan,  1999 Directors
Stock Option Plan and 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
                   1999 Consultant Stock Grant and Option Plan
                         1999 Director Stock Option Plan
                  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 "Commission") for the purpose of registering 5,520,000 shares of
common stock,  $.01 par value,  ("Common Stock") of the Registrant in connection
with its (i) 1999  Consultant  Stock  Grant and  Option  Plan  (the  "Consultant
Plan"),  (ii) 1999 Director  Stock Option Plan (the  "Director  Plan") and (iii)
Option Grants Pursuant to Written Agreements (the "Option Grants"). Collectively
the  Consultant  Plan,  Director  Plan and Option  Grants are referred to as the
"Plans").

     Information  required by Part I (Items 1 and 2) is  included  in  documents
given or to be given to  participants  in the Plan 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  are   incorporated   by  reference   into  this
Registration Statement, and are made a part hereof:

(a) The Registrant's Annual Report on Form 10-K/A2, containing audited financial
statements, for the fiscal year ended June 30, 1998.

(b) The Registrant's  quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 1998.

(c) The Registrant's Current Report on Form 8-K- Event Date January 29, 1999.

(d) All documents filed by the Registrant  pursuant to Section 13(a),  13(c), 14
or  15(d)  of the  Securities  Exchange  Act of  1934,  after  the  date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
indicating  that  all of the  securities  offered  hereby  have  been  sold,  or
deregistering all such securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  and to be a part  hereof from the date of filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated or deemed  incorporated by reference  herein modifies or supersedes
such statement. Any such document so modified or superseded shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

                                       2
(e) The description of securities of the Registrant offered hereunder  contained
in  Registrant's  Registration  Statement on Form S-1 declared  effective by the
Commission on December 30, 1998 (Commission File Number 333-62513).

Item 4- Description of Securities.

     Not applicable.

Item 5- Interests of Named Experts and Counsel.

     Timothy J. McCartney,  Esq., legal counsel to the Registrant,  is rendering
the opinion  regarding  the legality of the  securities  offered  pursuant  this
Registration Statement. Mr. McCartney has been granted options to purchase up to
50,000  shares  of the  Registrant's  Common  Stock  and such  shares  are being
registered under this Registrant 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,

                                       3
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
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.
 
                                      4
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
Commission,  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.

Item 8- Exhibits.

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

Item 9- Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective   amendment  to  this  Registration   Statement  to  include  any
additional  or  changed  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.

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

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

(4) That for purposes of determining  any liability  under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934,  (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

                                       5
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) 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
February 8, 1999.

                                               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                  February 8, 1999
----------------------     Executive Officer 
(Carl Coppola)               and Director

/s/ Michael Nafash         Chief Financial                   February 8, 1999
----------------------     Officer and Director 
(Michael Nafash)           

/s/ Richard Branca         Director                          February 8, 1999
----------------------
(Richard Branca)

/s/ Yitz Grossman          Director                          February 8, 1999
----------------------
(Yitz Grossman)

/s/ Ronald E. Olszowy      Director                          February 8, 1999
----------------------
(Ronald E. Olszowy)

/s/ William Westerhoff     Director                          February 8, 1999
----------------------
(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                   Mark Solutions, Inc. 1999 Consultant Stock
                        Grant and Option Plan

  4.2                   Mark Solutions, Inc. 1999 Director Stock
                        Option Plan

  4.3                   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)