As Filed With the Securities and Exchange Commission on December 23, 2008
                                           Registration Statement No. __________
________________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                            AMERICAN TONERSERV CORP.
                    -----------------------------------------
                    (Exact Name of Registrant in its Charter)

          Delaware                                      33-0686105
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                          420 Aviation Blvd. Suite 103
                          Santa Rosa, California 95403
                                 (800) 736-3515
               ---------------------------------------------------
                   (Address and telephone number of principal
               executive offices and principal place of business)

                            2005 Stock Incentive Plan
                     2008 Nonqualified Stock Incentive Plan
         ---------------------------------------------------------------
                              (Full title of plan)


                          Daniel J. Brinker, President
                          420 Aviation Blvd. Suite 103
                          Santa Rosa, California 95403
                                 (800) 736-3515
                    ----------------------------------------
                          (Name, address and telephone
                          number of agent for service)

                                    Copy to:
                               James P. Beck, Esq.
                           Clanahan, Beck & Bean, P.C.
                     1873 South Bellaire Street, Suite 1401
                             Denver, Colorado 80222
                                 (303) 893-2300


<PAGE>


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                    Proposed        Proposed
                                    Maximum         Maximum
Title of Class of                   Offering        Aggregate       Amount of
Securities to be    Amount to be    Price           Offering        Registration
Registered          Registered      Per Share       Price           Fee
--------------------------------------------------------------------------------
Common Stock,        15,383,900     $0.2259 (1)  $3,475,223.01 (1)   $136.57
$.001 Par Value

Common Stock,         1,970,386     $0.22  (2)     $433,484.92 (2)   $ 17.04
$.001 Par Value
                                                                     -------
Total                                                                $153.61
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of registration fee
based on the weighted average exercise price of outstanding options to purchase
15,383,900 shares.

(2) Estimated solely for the purpose of computing the amount of registration fee
based on the closing price of Registrant's Common Stock on the OTC Bulletin
Board on December 17, 2008 of $0.22.





<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the Company with the Commission are
incorporated in this Registration Statement:

     1.  Annual Report on Form 10-KSB for the fiscal year ended December 31,
         2007.

     2.  Quarterly Reports on Form 10-QSB and Form 10-Q for the quarters ended
         March 31, 2008 and June 30, 2008.

     3.  Current Reports on Form 8-K filed on January 2, 2008; January 4, 2008;
         March 12, 2008; March 31, 2008; April 16, 2008; July 14, 2008; October
         6, 2008; November 6, 2008; and December 9, 2008 (excluding information
         furnished pursuant to Item 2.02 or Item 7.01 and any exhibits thereto).

     4.  All documents filed by the Company, subsequent to the date of this
         prospectus, under Sections 13(a), 13(c), 14 or 15(d) of the Securities
         Exchange Act of 1934, prior to the termination of the offering
         described herein.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for all purposes to the extent that
a statement contained in this prospectus or in any other subsequently filed
document which is also incorporated herein by reference modifies or replaces
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.

     We will provide without charge to each person to whom this prospectus is
delivered, on written or oral request of such person, a copy (without exhibits)
of any or all documents incorporated by reference in this prospectus. Requests
for such copies should be directed to Daniel J. Brinker, American TonerServ
Corp., 420 Aviation Blvd. Suite 103 Santa Rosa, California 95403, phone number
(800) 736-3515.

Item 4.  Description of Securities.  Not applicable.

Item 5. Interests of Named Experts and Counsel.  Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law ("DGCL") permits the
board of directors of American TonerServ Corp., a Delaware corporation (the
"Company"), to indemnify any person against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any threatened, pending or completed
action, suit, or proceeding in which such person is made a party by reason of
his or her being or having been a director, officer, employee, or agent of the
Company, or serving or having served, at the request of the Company, as a
director, officer, employee, or agent of another corporation,


                                      II-1
<PAGE>


partnership, joint venture, trust, or other enterprise, in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933 (the "Act"). The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

    The Company's Certificate of Incorporation includes provisions that limit
the liability of our directors for monetary damages in breach of their fiduciary
duty as directors, except for liability that cannot be eliminated under the
Delaware General Corporation Law. As a result our directors will not be
personally liable for monetary damages for breach of their fiduciary duty as
directors, except for liability for:

     *    any breach of their duty of loyalty to us or our stockholders;

     *    acts or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of the law;

     *    unlawful payment of a dividend or unlawful stock repurchase or
          redemption, as provided by Section 174 of the Delaware General
          Corporation Law; or

     *    any transaction from which the director derived an improper
          personal benefit.

     Any amendment or repeal of these provisions would be only for future
matters and would not adversely affect any limitation on the liability of a
director existing at the time of the amendment or repeal.

     The Company's Bylaws also provide that the Company will indemnify its
directors and officers to the fullest extent permitted by Delaware law.


Item 7.  Exemption from Registration Claimed.  Not applicable.


Item 8.  Exhibits.

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

 5.1     Opinion of Clanahan, Beck &
         Bean, P.C. regarding legality.     Filed herewith electronically.

23.1     Consent of Perry-Smith LLP,
         Independent Registered Public
         Accounting Firm                    Filed herewith electronically.

23.2     Consent of Clanahan, Beck &
         Bean, P.C.                         (Contained in Exhibit 5.1)




                                      II-2
<PAGE>

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 the 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; and

        (iii)   To include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement;

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

     (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 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference 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 the time shall be deemed to be the initial bona fide offering; and

     (5) that, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than



                                      II-3
<PAGE>

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 the Act and
will be governed by the final adjudication of such issue.









                                      II-4
<PAGE>


                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Rosa and State of California on the 23rd day of
December, 2008.

                                      By: /s/Daniel J. Brinker
                                         Daniel J. Brinker
                                         President and Chief Executive
                                         Officer


                                      By: /s/Ryan Vice
                                         Ryan Vice
                                         Chief Financial Officer and
                                         Principal Accounting Officer


    Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed below by the following persons on the
Registrant's behalf and in the capacities and on the dates indicated.

      Signature and Title                                   Date


   /s/ Daniel J. Brinker                              December 23, 2008
   Daniel J. Brinker, Director



   /s/ Thomas Hakel                                   December 23, 2008
   Thomas Hakel, Director



   ____________________________                       ___________, 2008
   William A. Robotham, Director



   /s/ Chuck Mache                                    December 23, 2008
   Chuck Mache, Director



   ____________________________                       ___________, 2008
   Steven R. Jensen, Director






                                      II-5
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{"company-data": {"conformed-name": "AMERICAN TONERSERV CORP.", "cik": "0001009479", "assigned-sic": "7370", "irs-number": "330686105", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-156431", "film-number": "081267399"}, "business-address": {"street1": "420 AVIATION BOULEVARD", "street2": "SUITE 103", "city": "SANTA ROSA", "state": "CA", "zip": "95403", "phone": "(800) 736-3515"}, "mail-address": {"street1": "420 AVIATION BOULEVARD", "street2": "SUITE 103", "city": "SANTA ROSA", "state": "CA", "zip": "95403"}, "former-company": {"former-conformed-name": "Q MATRIX INC", "date-changed": "19960302"}}
As Filed With the Securities and Exchange Commission on December 23, 2008
                                           Registration Statement No. __________
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            AMERICAN TONERSERV CORP.
                    -----------------------------------------
                    (Exact Name of Registrant in its Charter)

          Delaware                                      33-0686105
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                          420 Aviation Blvd. Suite 103
                          Santa Rosa, California 95403
                                 (800) 736-3515
               ---------------------------------------------------
                   (Address and telephone number of principal
               executive offices and principal place of business)

                            2005 Stock Incentive Plan
                     2008 Nonqualified Stock Incentive Plan
         ---------------------------------------------------------------
                              (Full title of plan)

                          Daniel J. Brinker, President
                          420 Aviation Blvd. Suite 103
                          Santa Rosa, California 95403
                                 (800) 736-3515
                    ----------------------------------------
                          (Name, address and telephone
                          number of agent for service)

                                    Copy to:
                               James P. Beck, Esq.
                           Clanahan, Beck & Bean, P.C.
                     1873 South Bellaire Street, Suite 1401
                             Denver, Colorado 80222
                                 (303) 893-2300
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                    Proposed        Proposed
                                    Maximum         Maximum
Title of Class of                   Offering        Aggregate       Amount of
Securities to be    Amount to be    Price           Offering        Registration
Registered          Registered      Per Share       Price           Fee
--------------------------------------------------------------------------------
Common Stock,        15,383,900     $0.2259 (1)  $3,475,223.01 (1)   $136.57
$.001 Par Value

Common Stock,         1,970,386     $0.22  (2)     $433,484.92 (2)   $ 17.04
$.001 Par Value
                                                                     -------
Total                                                                $153.61
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of registration fee
based on the weighted average exercise price of outstanding options to purchase
15,383,900 shares.

(2) Estimated solely for the purpose of computing the amount of registration fee
based on the closing price of Registrant's Common Stock on the OTC Bulletin
Board on December 17, 2008 of $0.22.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the Company with the Commission are
incorporated in this Registration Statement:

     1.  Annual Report on Form 10-KSB for the fiscal year ended December 31,
         2007.

     2.  Quarterly Reports on Form 10-QSB and Form 10-Q for the quarters ended
         March 31, 2008 and June 30, 2008.

     3.  Current Reports on Form 8-K filed on January 2, 2008; January 4, 2008;
         March 12, 2008; March 31, 2008; April 16, 2008; July 14, 2008; October
         6, 2008; November 6, 2008; and December 9, 2008 (excluding information
         furnished pursuant to Item 2.02 or Item 7.01 and any exhibits thereto).

     4.  All documents filed by the Company, subsequent to the date of this
         prospectus, under Sections 13(a), 13(c), 14 or 15(d) of the Securities
         Exchange Act of 1934, prior to the termination of the offering
         described herein.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for all purposes to the extent that
a statement contained in this prospectus or in any other subsequently filed
document which is also incorporated herein by reference modifies or replaces
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.

     We will provide without charge to each person to whom this prospectus is
delivered, on written or oral request of such person, a copy (without exhibits)
of any or all documents incorporated by reference in this prospectus. Requests
for such copies should be directed to Daniel J. Brinker, American TonerServ
Corp., 420 Aviation Blvd. Suite 103 Santa Rosa, California 95403, phone number
(800) 736-3515.

Item 4.  Description of Securities.  Not applicable.

Item 5. Interests of Named Experts and Counsel.  Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law ("DGCL") permits the
board of directors of American TonerServ Corp., a Delaware corporation (the
"Company"), to indemnify any person against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any threatened, pending or completed
action, suit, or proceeding in which such person is made a party by reason of
his or her being or having been a director, officer, employee, or agent of the
Company, or serving or having served, at the request of the Company, as a
director, officer, employee, or agent of another corporation,

                                      II-1
partnership, joint venture, trust, or other enterprise, in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933 (the "Act"). The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

    The Company's Certificate of Incorporation includes provisions that limit
the liability of our directors for monetary damages in breach of their fiduciary
duty as directors, except for liability that cannot be eliminated under the
Delaware General Corporation Law. As a result our directors will not be
personally liable for monetary damages for breach of their fiduciary duty as
directors, except for liability for:

     *    any breach of their duty of loyalty to us or our stockholders;

     *    acts or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of the law;

     *    unlawful payment of a dividend or unlawful stock repurchase or
          redemption, as provided by Section 174 of the Delaware General
          Corporation Law; or

     *    any transaction from which the director derived an improper
          personal benefit.

     Any amendment or repeal of these provisions would be only for future
matters and would not adversely affect any limitation on the liability of a
director existing at the time of the amendment or repeal.

     The Company's Bylaws also provide that the Company will indemnify its
directors and officers to the fullest extent permitted by Delaware law.

Item 7.  Exemption from Registration Claimed.  Not applicable.

Item 8.  Exhibits.

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

 5.1     Opinion of Clanahan, Beck &
         Bean, P.C. regarding legality.     Filed herewith electronically.

23.1     Consent of Perry-Smith LLP,
         Independent Registered Public
         Accounting Firm                    Filed herewith electronically.

23.2     Consent of Clanahan, Beck &
         Bean, P.C.                         (Contained in Exhibit 5.1)

                                      II-2
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 the 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; and

        (iii)   To include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement;

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

     (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 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference 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 the time shall be deemed to be the initial bona fide offering; and

     (5) that, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than

                                      II-3
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 the Act and
will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Rosa and State of California on the 23rd day of
December, 2008.

                                      By: /s/Daniel J. Brinker
                                         Daniel J. Brinker
                                         President and Chief Executive
                                         Officer

                                      By: /s/Ryan Vice
                                         Ryan Vice
                                         Chief Financial Officer and
                                         Principal Accounting Officer

    Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed below by the following persons on the
Registrant's behalf and in the capacities and on the dates indicated.

      Signature and Title                                   Date

   /s/ Daniel J. Brinker                              December 23, 2008
   Daniel J. Brinker, Director

   /s/ Thomas Hakel                                   December 23, 2008
   Thomas Hakel, Director

   ____________________________                       ___________, 2008
   William A. Robotham, Director

   /s/ Chuck Mache                                    December 23, 2008
   Chuck Mache, Director

   ____________________________                       ___________, 2008
   Steven R. Jensen, Director

                                      II-5