Exchange Commission on December
                         17, 1999. Subject to amendment.

                                                       Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             TALK VISUAL CORPORATION
             (Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------
           NEVADA                                         95-4561156
(State or other jurisdiction of
incorporation or organization)              (I.R.S. Employer Identification No.)
--------------------------------------------------------------------------------
                             3550 Biscayne Boulevard
                                    Suite 704
                              Miami, Florida 33137
                    (Address of principal executive offices)

                             TALK VISUAL CORPORATION
                          1999 STOCK COMPENSATION PLAN
                            (Full title of the plan)
                            ------------------------

                                  EUGENE ROSOV
                                    President
                             Talk Visual Corporation
                             3550 Biscayne Boulevard
                                    Suite 704
                              Miami, Florida 33137
                                 (305) 572-0575
                      (Name, address and telephone number,
                   including area code, of agent for service)
                   ------------------------------------------

                                    Copy to:
                              ANDREW J. BECK, ESQ.

                                  Tory Haythe
                                 237 Park Avenue
                            New York, New York 10017

        Approximate date of commencement of proposed sale to the public:
                        As soon as practicable after the
                    Registration Statement becomes effective.





<PAGE>

<TABLE>
<CAPTION>



                         CALCULATION OF REGISTRATION FEE
=========================================================================================
                                                          Proposed
Title of                           Proposed maximum        maximum            Amount of
securities to         Amount to         offering           aggregate         registration
be registered       be registered   price per share*    offering price*          fee**
-------------       -------------   ----------------    ---------------          -----

<S>                    <C>              <C>               <C>                   <C>
Common Stock           980,000          $.6875            $673,750              $177.87
($.001 par value)      shares
=========================================================================================

</TABLE>

 * Estimated  solely for purposes of  calculating  the  registration  fee on the
basis of the average of the bid and asked prices of the Common Stock on December
13, 1999, as reported on the OTC Bulletin  Board.

** Computed in accordance with Rule 457(h)(1).






                                       2
<PAGE>





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.
                  ----------------------------------------

                  The Company hereby states that (i) the documents listed in (a)
through (e) below are incorporated by reference in this  Registration  Statement
and (ii) all documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

                  (a) The Company?s  Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998.

                  The  Company's  Annual  Report on Form 10-KSB/A for the fiscal
year ended December 31, 1998.

                  The Company's  Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1999.

                  The Company's  Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1999.

                  The Company's  Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1999.

                  The Company's Joint Proxy Statement/Prospectus/Notification of
Merger dated May 28, 1999.


                  The Company's Proxy Statement dated July 12, 1999.

                  The description of the Common Stock contained in the Company's
Registration Statement on Form S-4 (no. 333-79597) filed May 28, 1999.

Item 4.           Description of Securities.
                  -------------------------
                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.
                  ---------------------------------------

                  The legality of the securities  registered  hereunder has been
passed upon by the law firm of Tory Haythe,  237 Park Avenue, New York, New York
10017.  It is contemplated  that Andrew J. Beck, a partner of Tory Haythe,  will
receive 45,000 shares of the Common Stock pursuant to the Plan.

                                       3
<PAGE>


Item 6.           Indemnification of Directors and Officers.
                  -----------------------------------------

                  Under the provisions of Article  Twelve of the  Certificate of
Incorporation of the Company,  a director of the Company shall not have personal
liability to the Company or to any of its  stockholders for monetary damages for
a breach of his  fiduciary  duty as a  director,  except  in the case  where the
director breached his duty of loyalty,  failed to act in good faith,  engaged in
intentional  misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Nevada corporate law, or
obtained an improper personal benefit.

                  Under  the  provisions  of  Article  V of the  By-laws  of the
Company,  the  Company is  required  to  indemnify  a director or officer of the
Company  from and  against  any and all  expenses  and  liabilities  that may be
imposed  upon or  incurred  by him in  connection  with,  or as a result of, any
proceeding in which he may become involved,  as a party or otherwise,  by reason
of the fact that he is or was such a director, officer, employee or agent of the
Company,  whether or not he continues  to be such at the time such  expenses and
liabilities shall have been imposed or incurred,  to the extent permitted by the
laws of the State of Nevada, as they may be amended from time to time.

                  Also under the  provisions  of Article V of the By-laws of the
Company, directors are entitled to advancement of expenses incurred in defending
any actions against which they have a right of indemnification  from the Company
provided  that, if the laws of Nevada  require,  advancement  of expenses may be
conditioned on an undertaking to repay if a final judicial decision is made that
the director is not entitled to indemnification.

Item 7.           Exemption from Registration Claimed.
                  -----------------------------------
                  Not applicable.

Item 8.           Exhibits.
                  ---------

                  The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.

Item 9.           Undertakings.
                  ------------

                  The  undersigned  Registrant  hereby  undertakes,   except  as
otherwise  specifically  provided in the rules of the  Securities  and  Exchange
Commission promulgated under the Securities Act of 1933:

                  (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;


                                       4
<PAGE>

                      (ii) To  reflect  in the  prospectus  any  facts or events
arising after the  effective  date of this  Registration  Statement (or the most
recent post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                      To include any  material  information  with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii) do not apply if this
Registration  Statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the  Securities  Exchange Act of 1934 that are  incorporated  by reference in
this  Registration  Statement;

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

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

                  The  undersigned   Registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant?s  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in such Act and is,  therefore,  unenforceable.  In the  event  that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.




                                       5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12108}]
{"company-data": {"conformed-name": "TALK VISUAL CORP", "cik": "0001007367", "assigned-sic": "7372", "irs-number": "954561156", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93007", "film-number": "99776778"}, "business-address": {"street1": "ONE CANAL PARK 3RD FLOOR", "city": "CAMBRIDGE", "state": "MA", "zip": "02142", "phone": "3103487266"}, "mail-address": {"street1": "ONE CANAL PARK 3RD FLOOR", "city": "CAMBRIDGE", "state": "MA", "zip": "02142"}, "former-company": {"former-conformed-name": "LEGACY SOFTWARE INC", "date-changed": "19960207"}}
Exchange Commission on December
                         17, 1999. Subject to amendment.

                                                       Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             TALK VISUAL CORPORATION
             (Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------
           NEVADA                                         95-4561156
(State or other jurisdiction of
incorporation or organization)              (I.R.S. Employer Identification No.)
--------------------------------------------------------------------------------
                             3550 Biscayne Boulevard
                                    Suite 704
                              Miami, Florida 33137
                    (Address of principal executive offices)

                             TALK VISUAL CORPORATION
                          1999 STOCK COMPENSATION PLAN
                            (Full title of the plan)
                            ------------------------

                                  EUGENE ROSOV
                                    President
                             Talk Visual Corporation
                             3550 Biscayne Boulevard
                                    Suite 704
                              Miami, Florida 33137
                                 (305) 572-0575
                      (Name, address and telephone number,
                   including area code, of agent for service)
                   ------------------------------------------

                                    Copy to:
                              ANDREW J. BECK, ESQ.

                                  Tory Haythe
                                 237 Park Avenue
                            New York, New York 10017

        Approximate date of commencement of proposed sale to the public:
                        As soon as practicable after the
                    Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
=========================================================================================
                                                          Proposed
Title of                           Proposed maximum        maximum            Amount of
securities to         Amount to         offering           aggregate         registration
be registered       be registered   price per share*    offering price*          fee**
-------------       -------------   ----------------    ---------------          -----
Common Stock           980,000          $.6875            $673,750              $177.87
($.001 par value)      shares
=========================================================================================
* Estimated  solely for purposes of  calculating  the  registration  fee on the
basis of the average of the bid and asked prices of the Common Stock on December
13, 1999, as reported on the OTC Bulletin  Board.

** Computed in accordance with Rule 457(h)(1).

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.
                  ----------------------------------------

                  The Company hereby states that (i) the documents listed in (a)
through (e) below are incorporated by reference in this  Registration  Statement
and (ii) all documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

                  (a) The Company?s  Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998.

                  The  Company's  Annual  Report on Form 10-KSB/A for the fiscal
year ended December 31, 1998.

                  The Company's  Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1999.

                  The Company's  Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1999.

                  The Company's  Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1999.

                  The Company's Joint Proxy Statement/Prospectus/Notification of
Merger dated May 28, 1999.

                  The Company's Proxy Statement dated July 12, 1999.

                  The description of the Common Stock contained in the Company's
Registration Statement on Form S-4 (no. 333-79597) filed May 28, 1999.

Item 4.           Description of Securities.
                  -------------------------
                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.
                  ---------------------------------------

                  The legality of the securities  registered  hereunder has been
passed upon by the law firm of Tory Haythe,  237 Park Avenue, New York, New York
10017.  It is contemplated  that Andrew J. Beck, a partner of Tory Haythe,  will
receive 45,000 shares of the Common Stock pursuant to the Plan.

                                       3
Item 6.           Indemnification of Directors and Officers.
                  -----------------------------------------

                  Under the provisions of Article  Twelve of the  Certificate of
Incorporation of the Company,  a director of the Company shall not have personal
liability to the Company or to any of its  stockholders for monetary damages for
a breach of his  fiduciary  duty as a  director,  except  in the case  where the
director breached his duty of loyalty,  failed to act in good faith,  engaged in
intentional  misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Nevada corporate law, or
obtained an improper personal benefit.

                  Under  the  provisions  of  Article  V of the  By-laws  of the
Company,  the  Company is  required  to  indemnify  a director or officer of the
Company  from and  against  any and all  expenses  and  liabilities  that may be
imposed  upon or  incurred  by him in  connection  with,  or as a result of, any
proceeding in which he may become involved,  as a party or otherwise,  by reason
of the fact that he is or was such a director, officer, employee or agent of the
Company,  whether or not he continues  to be such at the time such  expenses and
liabilities shall have been imposed or incurred,  to the extent permitted by the
laws of the State of Nevada, as they may be amended from time to time.

                  Also under the  provisions  of Article V of the By-laws of the
Company, directors are entitled to advancement of expenses incurred in defending
any actions against which they have a right of indemnification  from the Company
provided  that, if the laws of Nevada  require,  advancement  of expenses may be
conditioned on an undertaking to repay if a final judicial decision is made that
the director is not entitled to indemnification.

Item 7.           Exemption from Registration Claimed.
                  -----------------------------------
                  Not applicable.

Item 8.           Exhibits.
                  ---------

                  The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.

Item 9.           Undertakings.
                  ------------

                  The  undersigned  Registrant  hereby  undertakes,   except  as
otherwise  specifically  provided in the rules of the  Securities  and  Exchange
Commission promulgated under the Securities Act of 1933:

                  (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;

                                       4
(ii) To  reflect  in the  prospectus  any  facts or events
arising after the  effective  date of this  Registration  Statement (or the most
recent post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                      To include any  material  information  with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii) do not apply if this
Registration  Statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the  Securities  Exchange Act of 1934 that are  incorporated  by reference in
this  Registration  Statement;

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

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

                  The  undersigned   Registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant?s  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in such Act and is,  therefore,  unenforceable.  In the  event  that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.

                                       5