U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           GRAVITY SPIN HOLDINGS, INC.
                         ------------------------------
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                                98-0351859
           --------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                           950 Cambie St., Suite 2206
                           Vancouver, British Columbia
                                 Canada, V6B 5X6
                         -------------------------------
                    (Address of Principal Executive Offices)

                                       n/a
                         ------------------------------
                    (Former name, address and fiscal year, if
                           changed since last report)

                                       n/a
                      ------------------------------------
                            (Full title of the plan)


                               Michael T. Shannon
                                  Devlin Jensen
                             Barristers & Solicitors
                         555 W. Hastings St., Suite 2550
                        Vancouver, B.C., Canada, V6B 4N5
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (604) 684-2550
                     --------------------------------------
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                Proposed         Proposed
Title of                        maximum          maximum
Securities       Amount         offering         aggregate     Amount of
To be            to be          price            offering      registration
Registered       Registered     per share (1)    price         fee
----------       ----------     ------------     ---------     ------------
Common Stock     200,000        $1.75            $350,000      $44.35

Total            200,000        $1.75            $350,000      $44.35
--------------------------------------------------------------------------------




<PAGE>

(1)  The closing price for the Registrant's common stock on the Over-the-Counter
Bulletin Board on April 7, 2004 was $1.75 per share. To date, the Registrant has
not issued  the  200,000  which are being  registered  under  this  Registration
Statement, however, subsequent to the filing of this Registration Statement, the
Registrant  will issue such  200,000  shares of common  stock.  Pursuant to Rule
457(c) and 457(h)(i),  the registration fee was calculated on the basis of these
figures.


PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
------------------------------------------------------------

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
------------------------------------------------

The following documents,  filed with or furnished to the Securities and Exchange
Commission (the "Commission"),  are incorporated in this Registration  Statement
by reference:

     (i)       the latest  annual  report of the  Company  filed on Form  10-KSB
               pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
               of 1934, as amended (the "Exchange Act");

     (ii)      all other reports filed by the Company  pursuant to Section 13(a)
               or 15(d) of the  Exchange  Act since the end of the  fiscal  year
               covered by the annual  report on Form  10-KSB  referred to in (a)
               above;

     (iii)     the registration  statement of the Company filed on Form SB-2, as
               amended  pursuant to Section 6 of the  Securities Act of 1933, as
               amended (the "Securities Act");

     (iv)      the  registration  statement  of the  Company  filed  on Form 8-A
               pursuant to Section 12(g) of the Exchange Act; and

     (v)       the   description  of  securities   which  is  contained  in  the
               registration  statement  on Form SB-2,  as  amended  filed by the
               Company  pursuant to Section 6 of the Securities  Act,  including
               any  amendment or report  filed for the purpose of updating  such
               description.

All  documents  subsequently  filed by the Company  pursuant  to Section  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which either  indicates that all securities  offered have been sold or
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 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 to be  incorporated by reference
herein modifies or supersedes 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 Registration Statement.


ITEM 4. DESCRIPTION OF SECURITIES.
----------------------------------

The class of  securities  to be offered is  registered  under  Section 12 of the
Exchange Act.



<PAGE>






ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
-----------------------------------------------

The validity of the securities  being registered will be passed upon by Diane D.
Dalmy,  Esq., General Counsel to the Company,  8965 W. Cornell Place,  Lakewood,
Colorado, U.S.A., 80227.

None of the experts named in this  Registration  Statement as having prepared or
certified  a report,  or  counsel  for the  Company  named in this  Registration
Statement as having given an opinion upon the validity of the  securities  being
registered or upon other legal matters in connection  with the  registration  of
offering  of such  securities,  have or will  receive  in  connection  with  the
offering a  substantial  interest,  direct or  indirect,  in the  Company or its
subsidiary,  if any, nor was connected  with the Company or its  subsidiary,  if
any, as a promoter,  managing underwriter,  voting trustee, director, officer or
employee.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
--------------------------------------------------

Section  78.7502  of  the  Nevada  Revised  Statutes  contains   provisions  for
indemnification  of the  officers  and  directors  of the  Company.  Nevada  law
provides for  indemnification  (which may eliminate any personal  liability of a
director  to the  Company or its  shareholders  for  monetary  damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company.  A director or officer may
be indemnified as to any matter in which he successfully defends himself.

The Company's  Articles of Incorporation  contains the following  provisions for
limitation of liability of its directors and officers:

     "Article  VI -  Limitation  of  Liability.  No  Director  or Officer of the
corporation  shall  be  personally  liable  to  the  corporation  or  any of its
stockholders  for damages for breach of fiduciary  duty as a Director of Officer
involving any act or omission of any such Director or Officer, provided however,
that the  foregoing  provision  shall nor  eliminate or limit the liability of a
Director of Officer for acts or omissions  which  involve  violation or criminal
law or the payment of distributions in violation of N.R.S. 78.300. Any repeal or
modification  of this Article shall be prospective  only and shall not adversely
affect any  limitation  on  personal  liability  of a Director or Officer of the
corporation for acts or omissions prior to such repeal or modification."

The  Company's  By-laws  contain the following  provisions  for indemnity of its
directors and officers:

                             "Article X - Indemnity.

(a)  Any person made a party made a party to any action, suit or proceeding,  by
reason of the fact that he, his testator or intestate representative is or was a
director, officer or employee of the Corporation, or of any Corporation in which
he served as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorney's fees, actually
and  necessarily  incurred by him in connection with the defense of such action,
suit or proceedings, or in connection with any appeal therein that such officer,
director or employee is liable for  negligence or misconduct in the  performance
of his duties.





<PAGE>






(b)  The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled  apart
from the provisions of this section.

(c)  The  amount  of  indemnity  to which any  officer  or any  director  may be
entitled shall be fixed by the Board of Directors, except that in any case where
there is no disinterested  majority of the Board available,  the amount shall be
fixed by arbitration pursuant to then existing rules of the American Arbitration
Association."

The officers and directors of the Company are accountable to the shareholders of
the Company as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling the Company's affairs.

A shareholder may be able to institute legal action on behalf of himself and all
other similarly  situated  shareholders to recover damages where the Company has
failed or refused to observe the law.  Shareholders  may,  subject to applicable
rules of civil procedure,  be able to bring a class action or derivative suit to
enforce  their  rights,   including  rights  under  certain  federal  and  state
securities  laws and  regulations.  Shareholders  who have  suffered  losses  in
connection  with the purchase or sale of their  interest in the Company due to a
breach  of a  fiduciary  duty  by an  officer  or  director  of the  Company  in
connection  with  such sale or  purchase  including,  but not  limited  to,  the
misapplication  by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

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

The Company has no agreements  with any of its  directors or executive  officers
providing  for  indemnification  of any such  persons  with respect to liability
arising out of their capacity or status as officers and directors.

At present there is no pending litigation or proceeding  involving a director or
executive officer of the Company as to which indemnification is being sought.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
--------------------------------------------

In the event the 200,000  shares of Common  Stock of the Company to be issued to
the  consultants  pursuant  to the  consulting  agreements,  attached  hereto as
exhibit  99.1  and  99.2,  are not  registered  pursuant  to  this  Registration
Statement,  the shares of Common Stock to be issued  pursuant to such consulting




<PAGE>






agreements  shall be issued in reliance upon the exemption from the registration
requirements  of the Securities Act contained in Regulation S as the shares will
be issued in offshore  transactions  which were negotiated outside of the United
States.


ITEM 8. EXHIBITS.
-----------------

The following documents are filed as exhibits to this Registration Statement:

     5.1   Opinion of Diane D. Dalmy,  as counsel to the Company, regarding  the
           legality of the securities being registered.

     23.1  Consent of Diane D. Dalmy, as counsel to the Company, included in the
           Opinion filed as exhibit 5.1 hereto.

     23.2  Consent of Miller & McCollom as independent public accountants.

     99.1  Consulting  Agreement  between  the Company  and  Michael Tan,  dated
           November 29, 2003.

     99.2  Consulting  Agreement  between  the Company  and  Anthony Tam,  dated
           November 29, 2003.


ITEM 9. UNDERTAKINGS.
---------------------

(a)  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   on  the  plan  of
          distribution.

     (2)  That for the purpose of determining any liability under the Securities
          Act, 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 the 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.

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

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     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  Commission  such




<PAGE>






     indemnification is against public policy as expressed in the Securities 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  or 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  Securities  Act and will be governed by
     the final adjudication of such issue.


                                   SIGNATURES.
                                   -----------

Pursuant to the  requirements  of the Securities  Act, 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 Beijing, China, on April 7, 2004.

                                        GRAVITY SPIN HOLDINGS, INC.

                                        By: /s/ Graham Taylor
                                           -------------------------------
                                           Graham Taylor, President, CEO,
                                           CFO, Secretary and Treasurer


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


Signature                           Title                   Date

/s/ Graham Taylor                   Director                April 7, 2004
----------------------------
Graham Taylor

/s/ Mark Demmons                    Director                April 7, 2004
----------------------------
Mark Demmons

/s/ Raymond Turner                  Director                April 7, 2004
----------------------------
Raymond Turner


<PAGE>






                                INDEX TO EXHIBITS



EXHIBIT   DESCRIPTION
-------   -----------

5.1       Opinion of Diane D. Dalmy,  as counsel to the Company,  regarding  the
          legality of the securities being registered.

23.1      Consent of Diane D. Dalmy, as counsel to the Company, (included in the
          opinion filed as Exhibit 5.1 hereto).

23.2      Consent of Miller & McCollom as independent public accountants.

99.1      Consulting  Agreement  between  the Company  and  Michael  Tan,  dated
          November 29, 2003.

99.2      Consulting  Agreement  between  the Company  and  Anthony  Tam,  dated
          November 29, 2003.
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{"company-data": {"conformed-name": "GRAVITY SPIN HOLDINGS INC", "cik": "0001163003", "assigned-sic": "1311", "irs-number": "000000000", "state-of-incorporation": "NV", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114347", "film-number": "04725960"}, "business-address": {"street1": "950 CAMBIE ST.", "street2": "SUITE 2206", "city": "VANCOUVER", "state": "A1", "zip": "V6B 5X6", "phone": "(604) 603-5552"}, "mail-address": {"street1": "950 CAMBIE ST.", "street2": "SUITE 2206", "city": "VANCOUVER", "state": "A1", "zip": "V6B 5X6"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           GRAVITY SPIN HOLDINGS, INC.
                         ------------------------------
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                                98-0351859
           --------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                           950 Cambie St., Suite 2206
                           Vancouver, British Columbia
                                 Canada, V6B 5X6
                         -------------------------------
                    (Address of Principal Executive Offices)

                                       n/a
                         ------------------------------
                    (Former name, address and fiscal year, if
                           changed since last report)

                                       n/a
                      ------------------------------------
                            (Full title of the plan)

                               Michael T. Shannon
                                  Devlin Jensen
                             Barristers & Solicitors
                         555 W. Hastings St., Suite 2550
                        Vancouver, B.C., Canada, V6B 4N5
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (604) 684-2550
                     --------------------------------------
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                Proposed         Proposed
Title of                        maximum          maximum
Securities       Amount         offering         aggregate     Amount of
To be            to be          price            offering      registration
Registered       Registered     per share (1)    price         fee
----------       ----------     ------------     ---------     ------------
Common Stock     200,000        $1.75            $350,000      $44.35

Total            200,000        $1.75            $350,000      $44.35
--------------------------------------------------------------------------------
(1)  The closing price for the Registrant's common stock on the Over-the-Counter
Bulletin Board on April 7, 2004 was $1.75 per share. To date, the Registrant has
not issued  the  200,000  which are being  registered  under  this  Registration
Statement, however, subsequent to the filing of this Registration Statement, the
Registrant  will issue such  200,000  shares of common  stock.  Pursuant to Rule
457(c) and 457(h)(i),  the registration fee was calculated on the basis of these
figures.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
------------------------------------------------------------

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
------------------------------------------------

The following documents,  filed with or furnished to the Securities and Exchange
Commission (the "Commission"),  are incorporated in this Registration  Statement
by reference:

     (i)       the latest  annual  report of the  Company  filed on Form  10-KSB
               pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
               of 1934, as amended (the "Exchange Act");

     (ii)      all other reports filed by the Company  pursuant to Section 13(a)
               or 15(d) of the  Exchange  Act since the end of the  fiscal  year
               covered by the annual  report on Form  10-KSB  referred to in (a)
               above;

     (iii)     the registration  statement of the Company filed on Form SB-2, as
               amended  pursuant to Section 6 of the  Securities Act of 1933, as
               amended (the "Securities Act");

     (iv)      the  registration  statement  of the  Company  filed  on Form 8-A
               pursuant to Section 12(g) of the Exchange Act; and

     (v)       the   description  of  securities   which  is  contained  in  the
               registration  statement  on Form SB-2,  as  amended  filed by the
               Company  pursuant to Section 6 of the Securities  Act,  including
               any  amendment or report  filed for the purpose of updating  such
               description.

All  documents  subsequently  filed by the Company  pursuant  to Section  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which either  indicates that all securities  offered have been sold or
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 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 to be  incorporated by reference
herein modifies or supersedes 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 Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.
----------------------------------

The class of  securities  to be offered is  registered  under  Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
-----------------------------------------------

The validity of the securities  being registered will be passed upon by Diane D.
Dalmy,  Esq., General Counsel to the Company,  8965 W. Cornell Place,  Lakewood,
Colorado, U.S.A., 80227.

None of the experts named in this  Registration  Statement as having prepared or
certified  a report,  or  counsel  for the  Company  named in this  Registration
Statement as having given an opinion upon the validity of the  securities  being
registered or upon other legal matters in connection  with the  registration  of
offering  of such  securities,  have or will  receive  in  connection  with  the
offering a  substantial  interest,  direct or  indirect,  in the  Company or its
subsidiary,  if any, nor was connected  with the Company or its  subsidiary,  if
any, as a promoter,  managing underwriter,  voting trustee, director, officer or
employee.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
--------------------------------------------------

Section  78.7502  of  the  Nevada  Revised  Statutes  contains   provisions  for
indemnification  of the  officers  and  directors  of the  Company.  Nevada  law
provides for  indemnification  (which may eliminate any personal  liability of a
director  to the  Company or its  shareholders  for  monetary  damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company.  A director or officer may
be indemnified as to any matter in which he successfully defends himself.

The Company's  Articles of Incorporation  contains the following  provisions for
limitation of liability of its directors and officers:

     "Article  VI -  Limitation  of  Liability.  No  Director  or Officer of the
corporation  shall  be  personally  liable  to  the  corporation  or  any of its
stockholders  for damages for breach of fiduciary  duty as a Director of Officer
involving any act or omission of any such Director or Officer, provided however,
that the  foregoing  provision  shall nor  eliminate or limit the liability of a
Director of Officer for acts or omissions  which  involve  violation or criminal
law or the payment of distributions in violation of N.R.S. 78.300. Any repeal or
modification  of this Article shall be prospective  only and shall not adversely
affect any  limitation  on  personal  liability  of a Director or Officer of the
corporation for acts or omissions prior to such repeal or modification."

The  Company's  By-laws  contain the following  provisions  for indemnity of its
directors and officers:

                             "Article X - Indemnity.

(a)  Any person made a party made a party to any action, suit or proceeding,  by
reason of the fact that he, his testator or intestate representative is or was a
director, officer or employee of the Corporation, or of any Corporation in which
he served as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorney's fees, actually
and  necessarily  incurred by him in connection with the defense of such action,
suit or proceedings, or in connection with any appeal therein that such officer,
director or employee is liable for  negligence or misconduct in the  performance
of his duties.
(b)  The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled  apart
from the provisions of this section.

(c)  The  amount  of  indemnity  to which any  officer  or any  director  may be
entitled shall be fixed by the Board of Directors, except that in any case where
there is no disinterested  majority of the Board available,  the amount shall be
fixed by arbitration pursuant to then existing rules of the American Arbitration
Association."

The officers and directors of the Company are accountable to the shareholders of
the Company as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling the Company's affairs.

A shareholder may be able to institute legal action on behalf of himself and all
other similarly  situated  shareholders to recover damages where the Company has
failed or refused to observe the law.  Shareholders  may,  subject to applicable
rules of civil procedure,  be able to bring a class action or derivative suit to
enforce  their  rights,   including  rights  under  certain  federal  and  state
securities  laws and  regulations.  Shareholders  who have  suffered  losses  in
connection  with the purchase or sale of their  interest in the Company due to a
breach  of a  fiduciary  duty  by an  officer  or  director  of the  Company  in
connection  with  such sale or  purchase  including,  but not  limited  to,  the
misapplication  by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

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

The Company has no agreements  with any of its  directors or executive  officers
providing  for  indemnification  of any such  persons  with respect to liability
arising out of their capacity or status as officers and directors.

At present there is no pending litigation or proceeding  involving a director or
executive officer of the Company as to which indemnification is being sought.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
--------------------------------------------

In the event the 200,000  shares of Common  Stock of the Company to be issued to
the  consultants  pursuant  to the  consulting  agreements,  attached  hereto as
exhibit  99.1  and  99.2,  are not  registered  pursuant  to  this  Registration
Statement,  the shares of Common Stock to be issued  pursuant to such consulting
agreements  shall be issued in reliance upon the exemption from the registration
requirements  of the Securities Act contained in Regulation S as the shares will
be issued in offshore  transactions  which were negotiated outside of the United
States.

ITEM 8. EXHIBITS.
-----------------

The following documents are filed as exhibits to this Registration Statement:

     5.1   Opinion of Diane D. Dalmy,  as counsel to the Company, regarding  the
           legality of the securities being registered.

     23.1  Consent of Diane D. Dalmy, as counsel to the Company, included in the
           Opinion filed as exhibit 5.1 hereto.

     23.2  Consent of Miller & McCollom as independent public accountants.

     99.1  Consulting  Agreement  between  the Company  and  Michael Tan,  dated
           November 29, 2003.

     99.2  Consulting  Agreement  between  the Company  and  Anthony Tam,  dated
           November 29, 2003.

ITEM 9. UNDERTAKINGS.
---------------------

(a)  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   on  the  plan  of
          distribution.

     (2)  That for the purpose of determining any liability under the Securities
          Act, 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 the 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.

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

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     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  Commission  such
indemnification is against public policy as expressed in the Securities 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  or 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  Securities  Act and will be governed by
     the final adjudication of such issue.

                                   SIGNATURES.
                                   -----------

Pursuant to the  requirements  of the Securities  Act, 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 Beijing, China, on April 7, 2004.

                                        GRAVITY SPIN HOLDINGS, INC.

                                        By: /s/ Graham Taylor
                                           -------------------------------
                                           Graham Taylor, President, CEO,
                                           CFO, Secretary and Treasurer

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

Signature                           Title                   Date

/s/ Graham Taylor                   Director                April 7, 2004
----------------------------
Graham Taylor

/s/ Mark Demmons                    Director                April 7, 2004
----------------------------
Mark Demmons

/s/ Raymond Turner                  Director                April 7, 2004
----------------------------
Raymond Turner
INDEX TO EXHIBITS

EXHIBIT   DESCRIPTION
-------   -----------

5.1       Opinion of Diane D. Dalmy,  as counsel to the Company,  regarding  the
          legality of the securities being registered.

23.1      Consent of Diane D. Dalmy, as counsel to the Company, (included in the
          opinion filed as Exhibit 5.1 hereto).

23.2      Consent of Miller & McCollom as independent public accountants.

99.1      Consulting  Agreement  between  the Company  and  Michael  Tan,  dated
          November 29, 2003.

99.2      Consulting  Agreement  between  the Company  and  Anthony  Tam,  dated
          November 29, 2003.