As filed with the Securities and Exchange Commission on May 26, 2004

                                                Registration No. 333-__________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          AMERICHIP INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

          NEVADA                                               98-0339467
(State or other jurisdiction of                           (I.R.S. employer
Incorporation or organization)                            Identification no.)

                              12933 W. 8 MILE ROAD
                                DETROIT, MI 48325
                    (Address of principal executive offices)

                 2003 NON-QUALIFIED INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

                                  MARC WALTHER
                             CHIEF EXECUTIVE OFFICER
                          AMERICHIP INTERNATIONAL INC.
                              12933 W. 8 MILE ROAD
                                DETROIT, MI 48325

                                 (313) 341-1663
 (Name, address and telephone number, including area code, of agent for service)

                                 WITH A COPY TO:

                              ERNEST M. STERN, ESQ.
                                SCHIFF HARDIN LLP
                    1101 CONNECTICUT AVENUE, N.W., SUITE 600
                             WASHINGTON, D.C. 20036
                                 (202) 778-6400
                       ----------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
                                                          PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
       TITLE OF SECURITIES            AMOUNT TO BE            OFFERING             AGGREGATE          REGISTRATION
        TO BE REGISTERED               REGISTERED         PRICE PER SHARE       OFFERING PRICE            FEE
----------------------------------------------------------------------------------------------------------------------
<S>           <C>                    <C>       <C>          <C>                 <C>                     <C>
Common stock, $0.001 par value       8,000,000 (1)          $0.055(2)           $440,000                $55.75
per share
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Represents  shares  reserved for issuance upon exercise of options granted
      under the  Registrant's  2003  Non-Qualified  Incentive Stock Option Plan.
      Shares available for issuance under the 2003 Non-Qualified Incentive Stock
      Option Plan were initially registered on a registration  statement on Form
      S-8 filed with the Securities and Exchange  Commission on October 22, 2003
      (Registration  No.  333-109870)  and  additional  shares  were  registered
      subsquently by a  Post-Effective  Amendment  filed with the Securities and
      Exchange Commission on December 12, 2003 (Registration No. 333-58972).

(2)   Estimated  solely for the purpose of calculating the  registration  fee in
      accordance  with Rules 457 (c) and 457(h) under the Securities Act of 1933
      and based  upon an  average  of the high and low  prices  reported  on the
      over-the-counter bulletin board on May 21, 2004.




<PAGE>

                        REGISTRATION OF ADDITIONAL SHARES
                        PURSUANT TO GENERAL INSTRUCTION E

         This registration  statement on Form S-8 registers 8,000,000 additional
shares of common stock for issuance under the  Registrant's  2003  Non-Qualified
Incentive  Stock  Option  Plan,  pursuant  to  the  terms  of  that  plan.  This
registration statement on Form S-8 hereby incorporates by reference the contents
of the  Registrant's  registration  statements  on Form  S-8  (Registration  No.
333-109870) filed by the Registrant with the Securities and Exchange  Commission
on October 22, 2003 and amended by a Post-Effective  Amendment (Registration No.
333-58972)  filed by the registrant with the Securities and Exchange  Commission
on December 12, 2003.



<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 Detroit,  State of Michigan on this 25th day of May,
2004.

                                                 AMERICHIP INTERNATIONAL INC.
                                                 By:  /s/ Marc Walther
                                                    ----------------------------
                                                      Marc Walther
                                                      Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Marc  Walther  his true  and  lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent, or is substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE                                        TITLE                                      DATE
---------                                        -----                                      ----
<S>                                              <C>                                        <C>
/s/ David Howard                                 Chairman of the Board of Directors         May 25, 2004
--------------------------------------------                                                ------------
    David Howard

/s/ Marc Walther                                 President, Chief Executive Officer,        May 25, 2004
--------------------------------------------                                                ------------
    Marc Walther                                 Principal Financial Officer, Director

/s/ Edward Rutkowski                             Director                                   May 25, 2004
--------------------------------------------                                                ------------
    Edward Rutkowski
</TABLE>



<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NO.    EXHIBIT
----------     --------
    5.01       Opinion of Schiff Hardin LLP
   10.01       2003 Non-Qualified Stock Option Plan
   23.01       Consent of Williams & Webster P.S., Certified Public Accountants
   23.02       Consent of Schiff Hardin LLP (included in Exhibit 5.01)
   24.01       Power of Attorney (set forth on the signature page)
[{"type": "S-8", "sequence": "1", "filename": "v03125_s8.txt", "secsgml_size_bytes": 8332}]
{"company-data": {"conformed-name": "AMERICHIP INTERNATIONAL INC", "cik": "0001132487", "assigned-sic": "3550", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115887", "film-number": "04832317"}, "business-address": {"street1": "12933 WEST EIGHT MILE ROAD", "city": "DETROIT", "state": "MI", "zip": "48235"}, "mail-address": {"street1": "12933 WEST EIGHT MILE ROAD", "city": "DETROIT", "state": "MI", "zip": "48235"}, "former-company": [{"former-conformed-name": "SOUTHBORROUGH VENTURES INC", "date-changed": "20010419"}, {"former-conformed-name": "SOUTHBORROUGH TECHNOLOGY CORP", "date-changed": "20010116"}]}
As filed with the Securities and Exchange Commission on May 26, 2004

                                                Registration No. 333-__________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          AMERICHIP INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

          NEVADA                                               98-0339467
(State or other jurisdiction of                           (I.R.S. employer
Incorporation or organization)                            Identification no.)

                              12933 W. 8 MILE ROAD
                                DETROIT, MI 48325
                    (Address of principal executive offices)

                 2003 NON-QUALIFIED INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

                                  MARC WALTHER
                             CHIEF EXECUTIVE OFFICER
                          AMERICHIP INTERNATIONAL INC.
                              12933 W. 8 MILE ROAD
                                DETROIT, MI 48325

                                 (313) 341-1663
 (Name, address and telephone number, including area code, of agent for service)

                                 WITH A COPY TO:

                              ERNEST M. STERN, ESQ.
                                SCHIFF HARDIN LLP
                    1101 CONNECTICUT AVENUE, N.W., SUITE 600
                             WASHINGTON, D.C. 20036
                                 (202) 778-6400
                       ----------------------------------

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                          PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
       TITLE OF SECURITIES            AMOUNT TO BE            OFFERING             AGGREGATE          REGISTRATION
        TO BE REGISTERED               REGISTERED         PRICE PER SHARE       OFFERING PRICE            FEE
----------------------------------------------------------------------------------------------------------------------
Common stock, $0.001 par value       8,000,000 (1)          $0.055(2)           $440,000                $55.75
per share
----------------------------------------------------------------------------------------------------------------------
(1)   Represents  shares  reserved for issuance upon exercise of options granted
      under the  Registrant's  2003  Non-Qualified  Incentive Stock Option Plan.
      Shares available for issuance under the 2003 Non-Qualified Incentive Stock
      Option Plan were initially registered on a registration  statement on Form
      S-8 filed with the Securities and Exchange  Commission on October 22, 2003
      (Registration  No.  333-109870)  and  additional  shares  were  registered
      subsquently by a  Post-Effective  Amendment  filed with the Securities and
      Exchange Commission on December 12, 2003 (Registration No. 333-58972).

(2)   Estimated  solely for the purpose of calculating the  registration  fee in
      accordance  with Rules 457 (c) and 457(h) under the Securities Act of 1933
      and based  upon an  average  of the high and low  prices  reported  on the
      over-the-counter bulletin board on May 21, 2004.
REGISTRATION OF ADDITIONAL SHARES
                        PURSUANT TO GENERAL INSTRUCTION E

         This registration  statement on Form S-8 registers 8,000,000 additional
shares of common stock for issuance under the  Registrant's  2003  Non-Qualified
Incentive  Stock  Option  Plan,  pursuant  to  the  terms  of  that  plan.  This
registration statement on Form S-8 hereby incorporates by reference the contents
of the  Registrant's  registration  statements  on Form  S-8  (Registration  No.
333-109870) filed by the Registrant with the Securities and Exchange  Commission
on October 22, 2003 and amended by a Post-Effective  Amendment (Registration No.
333-58972)  filed by the registrant with the Securities and Exchange  Commission
on December 12, 2003.
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 Detroit,  State of Michigan on this 25th day of May,
2004.

                                                 AMERICHIP INTERNATIONAL INC.
                                                 By:  /s/ Marc Walther
                                                    ----------------------------
                                                      Marc Walther
                                                      Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Marc  Walther  his true  and  lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent, or is substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
SIGNATURE                                        TITLE                                      DATE
---------                                        -----                                      ----
/s/ David Howard                                 Chairman of the Board of Directors         May 25, 2004
--------------------------------------------                                                ------------
    David Howard

/s/ Marc Walther                                 President, Chief Executive Officer,        May 25, 2004
--------------------------------------------                                                ------------
    Marc Walther                                 Principal Financial Officer, Director

/s/ Edward Rutkowski                             Director                                   May 25, 2004
--------------------------------------------                                                ------------
    Edward Rutkowski
EXHIBIT INDEX

EXHIBIT NO.    EXHIBIT
----------     --------
    5.01       Opinion of Schiff Hardin LLP
   10.01       2003 Non-Qualified Stock Option Plan
   23.01       Consent of Williams & Webster P.S., Certified Public Accountants
   23.02       Consent of Schiff Hardin LLP (included in Exhibit 5.01)
   24.01       Power of Attorney (set forth on the signature page)