<PAGE>
As filed with the Securities and Exchange Commission on November 17, 1998
Registration No. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________
PROSOFT I-NET SOLUTIONS, INC.
(Exact Name of Issuer as Specified in Its Charter)
NEVADA 87-0448639
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3001 BEE CAVES ROAD
SUITE 220
AUSTIN, TEXAS 78746
(512) 328-6140
(Address and Telephone Number of Principal Executive Offices)
______________________
PROSOFT I-NET SOLUTIONS, INC.
1996 STOCK OPTION PLAN
(Full Title of the Plan)
_____________________
JERRELL M. BAIRD
3001 BEE CAVES ROAD
SUITE 220
AUSTIN, TEXAS 78746
(512) 328-6140
(Name, Address and Telephone Number, including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
=================================================================================================
CALCULATION OF REGISTRATION FEE
=================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE(1) OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share......... 1,750,000 $1.7815 $3,117,625 $920.00
=================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) and based on the average of the closing bid and ask prices
of the Common Stock of Prosoft I-Net Solutions, Inc. on November 10, 1998.
<PAGE>
INCORPORATION BY REFERENCE
The contents of the Form S-8 Registration Statement (File No. 333-
19477) previously filed by Prosoft I-Net Solutions, Inc. with the Securities and
Exchange Commission are hereby incorporated herein by reference.
2
<PAGE>
EXHIBITS
5.1 Opinion of Hewitt & McGuire, LLP
23.1 Consent of Grant Thornton LLP, Independent Auditors
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Kelly & Co., Independent Auditors
23.4 Consent of Hewitt & McGuire, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained on Signature Page)
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas, on November 16, 1998.
PROSOFT I-NET SOLUTIONS, INC.,
a Nevada corporation
By: /s/ JERRELL M. BAIRD
-------------------------
Jerrell M. Baird
President and
Chief Executive Officer
5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below authorizes Jerrell M. Baird
and Kimberly V. Johnston, and either of them, with full power of substitution
and resubstitution, his true and lawful attorneys-in-fact, for him in any and
all capacities, to sign any amendments (including post-effective amendments) to
the Registration Statement and to file the same with Exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------- ------------------------------- ----------------
<S> <C> <C>
/s/ JERRELL M. BAIRD Chairman of the Board and Chief November 16, 1998
- ------------------------- Executive Officer (principal
Jerrell M. Baird executive officer)
/s/ UDAY PABRAI Vice Chairman and Chief November 16, 1998
- ------------------------- Technology Officer
Uday Pabrai
/s/ ANDREW STALLMAN Director November 16, 1998
- -------------------------
Andrew Stallman
/s/ JEFFREY G. KORN Director November 16, 1998
- -------------------------
Jeffrey G. Korn
/s/ RICHARD J. GROENEWEG Director November 16, 1998
- -------------------------
Richard J. Groeneweg
/s/ KIMBERLY V. JOHNSTON Chief Financial Officer November 16, 1998
- ------------------------- (principal accounting officer)
Kimberly V. Johnston
</TABLE>
6
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<C> <S>
5.1 Opinion of Hewitt & McGuire, LLP
23.1 Consent of Grant Thornton LLP, Independent Auditors
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Kelly & Co., Independent Auditors
23.4 Consent of Hewitt & McGuire, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained on Signature Page)
</TABLE>
7
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF HEWITT & MCGUIRE, LLP]
November 16, 1998
Prosoft I-Net Solutions, Inc.
3001 Bee Caves Road
Suite 220
Austin, Texas 78746
Re: Form S-8 Registration Statement
-------------------------------
Gentlemen:
We have acted as your legal counsel in the preparation of the Form
S-8 Registration Statement ("Registration Statement") which will be filed with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 1,750,000 shares of common stock,
$.001 par value, ("Common Stock") of Prosoft I-Net Solutions, Inc., a Nevada
corporation ("Company") issuable upon exercise of the stock options granted
pursuant to the Prosoft I-Net Solutions, Inc. 1996 Stock Option Plan.
As such legal counsel, we have made such legal and factual inquiries
as we deemed necessary under the circumstances for the purposes of rendering
this opinion. In reliance thereon, we are of the opinion that the 1,750,000
shares of Common Stock of the Company being registered under the aforementioned
Registration Statement will, when issued in full pursuant to the options granted
and exercised in accordance with the terms of the stock option plans and related
stock option agreements, be duly authorized and validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement.
Sincerely,
/s/ HEWITT & MCGUIRE, LLP
-------------------------
HEWITT & MCGUIRE, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF GRANT THORNTON, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the Prosoft I-Net Solutions, Inc. 1996
Stock Option Plan, of our report dated September 11, 1998, with respect to the
consolidated financial statements of Prosoft I-Net Solutions, Inc. for the
period ended July 31, 1998 included in the Annual Report on Form 10-K of Prosoft
I-Net Solutions, Inc. for the year ended July 31, 1998.
GRANT THORNTON LLP
Dallas, Texas
November 12, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8, pertaining to the 1996 Stock Option Plan of Prosoft I-Net
Solutions, Inc. (formerly known as Prosoft Development, Inc.), of our report
dated October 24, 1997, with respect to the consolidated financial statements of
Prosoft I-Net Solutions, Inc. for the period ended July 31, 1997 included in the
Annual Report (Form 10-K) for the year ended July 31, 1998.
ERNST & YOUNG LLP
Orange County, California
November 11, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF KELLY & CO., INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the Prosoft I-Net Solutions, Inc. 1996
Stock Option Plan, of our report, dated March 8, 1996, on the financial
statements of Professional Development Institute (a sole proprietorship)
appearing in the Annual Report on Form 10-K of Prosoft I-Net Solutions, Inc. for
the year ended July 31, 1998.
KELLY & CO.
Newport Beach, California
November 11, 1998
