SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             Graphco Holdings Corp.
             (Exact name of registrant as specified in its charter)


          Delaware                                      75-2926438
    (State or other jurisdiction of                 (I.R.S. employer
  incorporation or organization)                     identification no.)


         41 University Drive,                               18940
         Newtown, Pennsylvania                           (Zip code)
(Address of principal executive offices)


                              Consulting Agreements
                            (Full title of the plan)


                            Frederick M. Mintz, Esq.
       Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
                     (Name and address of agent for service)


                                 (212) 486-2500
                     (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,          250,000        $.31           $77,500    $7.13
par value
$.001
-------------------------------------------------------------------------------

(1) Computed pursuant to Rule 457(c) of the Securities Act, as amended, solely
for the purpose of calculating the registration fee and not as a representation
as to any actual proposed price. The registration fee has been calculated based
upon the price for our common stock as reported by Over the Counter Bulletin
Board on November 6, 2003.

                                       1
<PAGE>

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

Pursuant to Rule 428(b)(1), the information required by Part is included in the
documents sent or given to each Consultant.



                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following documents are incorporated by reference into this
Registration Statement and made a part hereof:

(a)      The Registrant's Form 10-KSB/A for the fiscal year ended December 31,
         2002 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
         of 1934, as amended, the "Exchange Act"), as well as the Registrant's
         latest quarterly report on Form 10QSB/A for the fiscal quarter ended
         June 30, 2003.

(b)      All other reports which may be filed by the Registrant pursuant to
         Section 13 (a) or 15 (d) of the Exchange Act since the end of the
         fiscal year covered by the registrant document referred to in (a)
         immediately above.

(c)      The description of the Registrant's common stock which is contained in
         any registration statement or amendment to any registration statement
         filed under the Exchange Act, including any amendment or report filed
         for the purpose of updating such description.

(c)      Any statement contained in a document incorporated or deemed to be
         incorporated by reference herein shall be deemed to be modified or
         superseded for purpose of this Registration Statement to the extent
         that a statement contained herein or in any other subsequently filed
         document which also is or is deemed to be incorporated by reference
         herein modifies or supersedes such statement. Any 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

         n/a


                                       2
<PAGE>

Item 5.  Interests of Named Experts and Counsel

         The  validity  of the  securities  offered  will be passed upon for the
         Company by the law firm of Mintz & Fraade, P.C., of New York, New York.

         The law firm of Mintz & Fraade,  P.C. has rendered  legal  services for
         and on behalf of the  Registrant.  The Firm is located  at 488  Madison
         Avenue, Suite 1100, New York, New York, 10022.

         The Company has issued to Frederick M. Mintz and Alan P. Fraade,
         members of Mintz & Fraade, P.C., an aggregate of 50,000 shares of the
         Company's Common Stock as partial payment for professional services to
         be rendered. Pursuant to an Option Agreement dated December 3, 2002,
         the Company has granted to Mintz & Fraade, P.C., the option to purchase
         an aggregate of 250,000 shares of the Company's Common Stock, at an
         exercise price of $.001 which option shall expire on December 31, 2007.
         In addition, the Company has agreed, pursuant to a Fee Agreement dated
         December 2, 2002 with respect to the payment of outstanding fees in the
         aggregate amount of $290,740.50, to grant to Mintz & Fraade, P.C. the
         option, commencing on January 1, 2003, to convert any portion of such
         outstanding fees owed to Mintz & Fraade, P.C. into shares of the
         Company's Common Stock at a price of $.75 per share.




Item 6.  Indemnification of Directors and Officers

         As permitted by the Delaware General Corporation Law (the "Delaware
         Law"), Article "TENTH" of the Company's Certificate of Incorporation
         includes the following provision that eliminates the personal liability
         of its directors and officers to the Company or its stockholders:

                  The Corporation shall indemnify any person who was, is or is
                  threatened to be made a party to a proceeding (as hereinafter
                  defined) by reason of the fact that he or she (i) is or was a
                  director or officer of the Corporation or (ii) while a
                  director or officer of the Corporation, is or was serving at
                  the request of the Corporation as a director, officer,
                  partner, venturer, proprietor, trustee, employee, agent or
                  similar functionary of another foreign or domestic
                  corporation, partnership, joint venture, sole proprietorship,
                  trust, employee benefit plan, or other enterprise, to the
                  fullest extent permitted under the DGCL, as the same exists or
                  may hereafter be amended. Such right shall be a contract right
                  and as such shall run to the benefit of any director or
                  officer who is elected and accepts the position of director or
                  officer of the Corporation or elects to continue to serve as a
                  director or officer of the Corporation while this Article
                  Tenth is in effect.

                                       3
<PAGE>


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

Number            Description
------            -----------

5                 Opinion of Mintz & Fraade, P.C.

23.1              Consent of Mintz & Fraade, P.C.
                  (contained in its opinion filed as Exhibit 5)

23.2              Consent of J.H. Cohn LLP


Item 9.  Undertakings

(a)      The undersigned Registrant hereby undertakes to file, during any period
         in which offers or sales are being made, a post-effective  amendment to
         the Registration  Statement to include any material  information  about
         the plan not previously disclosed in the Registration  Statement or any
         material change to any such information in the Registration Statement.

(b)      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.
         If a claim for indemnification against such liabilities (other than the
         payment by the  Registrant of expenses  incurred or paid by a director,
         officer  or  controlling  person of the  Registrant  in the  successful
         defense  of any  action,  suit  or  proceeding)  is  asserted  by  such
         director,   officer  or  controlling  person  in  connection  with  the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel  the matter has been  settled by  controlling  precedent
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.



         Consultants and Advisors
         ------------------------

         The  following  consultants  and  advisors  will be  issued  securities
         pursuant to this Registration Statement:


Name                       Number           Type of Services Provided
----                       ------           -------------------------

Norman E. Clarke           250,000          Consulting Services


                                       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 Town of Newtown, State of Pennsylvania, on this 10th day of
November, 2003.

                                                  Graphco Holdings Corp.

                                                  By: /s/ Cristian Ivanescu
                                                     ---------------------
                                                     Cristian Ivanescu
                                                     President, Chief Executive
                                                     Officer and Chairman



         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.

Name                                Title                        Date
----                                -----                        ----

/s/ Cristian Ivanescu      President, Chief Executive       November 10, 2003
---------------------
Cristian Ivanescu          Chairman

/s/ Rodger Wichterman      Chief Financial Officer          November 10, 2003
---------------------
Rodger Wichterman

/s/ Edward Kramer          Secretary & Director             November 10, 2003
--------------------
Edward Kramer

/s/ Ross Glatzer           Director                         November 11, 2003
---------------------
Ross Glatzer


/s/ Ronald Stone           Director                         November 10, 2003
---------------------
Ronald Stone


/s/ Ulf Lindgren           Director                         November 10, 2003
---------------------
Ulf Lindgren



                                       5
<PAGE>


                             Graphco Holdings Corp.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


                                INDEX TO EXHIBITS


Exhibit No.      Description
-----------      -----------

5                Opinion of Mintz & Fraade, P.C.

23.1             Consent of Mintz & Fraade, P.C.
                 (contained in its opinion filed as Exhibit 5)

23.2             Consent of J.H. Cohn LLP

                                       6
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{"company-data": {"conformed-name": "GRAPHCO HOLDINGS CORP", "cik": "0001168251", "assigned-sic": "7948", "irs-number": "752926438", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110424", "film-number": "03994399"}, "business-address": {"street1": "41 UNIVERSITY DRIVE", "city": "NEWTOWN", "state": "PA", "zip": "18940", "phone": "2154979170"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             Graphco Holdings Corp.
             (Exact name of registrant as specified in its charter)

          Delaware                                      75-2926438
    (State or other jurisdiction of                 (I.R.S. employer
  incorporation or organization)                     identification no.)

         41 University Drive,                               18940
         Newtown, Pennsylvania                           (Zip code)
(Address of principal executive offices)

                              Consulting Agreements
                            (Full title of the plan)

                            Frederick M. Mintz, Esq.
       Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
                     (Name and address of agent for service)

                                 (212) 486-2500
                     (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,          250,000        $.31           $77,500    $7.13
par value
$.001
-------------------------------------------------------------------------------

(1) Computed pursuant to Rule 457(c) of the Securities Act, as amended, solely
for the purpose of calculating the registration fee and not as a representation
as to any actual proposed price. The registration fee has been calculated based
upon the price for our common stock as reported by Over the Counter Bulletin
Board on November 6, 2003.

                                       1
PART I

INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

Pursuant to Rule 428(b)(1), the information required by Part is included in the
documents sent or given to each Consultant.

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following documents are incorporated by reference into this
Registration Statement and made a part hereof:

(a)      The Registrant's Form 10-KSB/A for the fiscal year ended December 31,
         2002 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
         of 1934, as amended, the "Exchange Act"), as well as the Registrant's
         latest quarterly report on Form 10QSB/A for the fiscal quarter ended
         June 30, 2003.

(b)      All other reports which may be filed by the Registrant pursuant to
         Section 13 (a) or 15 (d) of the Exchange Act since the end of the
         fiscal year covered by the registrant document referred to in (a)
         immediately above.

(c)      The description of the Registrant's common stock which is contained in
         any registration statement or amendment to any registration statement
         filed under the Exchange Act, including any amendment or report filed
         for the purpose of updating such description.

(c)      Any statement contained in a document incorporated or deemed to be
         incorporated by reference herein shall be deemed to be modified or
         superseded for purpose of this Registration Statement to the extent
         that a statement contained herein or in any other subsequently filed
         document which also is or is deemed to be incorporated by reference
         herein modifies or supersedes such statement. Any 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

         n/a

                                       2
Item 5.  Interests of Named Experts and Counsel

         The  validity  of the  securities  offered  will be passed upon for the
         Company by the law firm of Mintz & Fraade, P.C., of New York, New York.

         The law firm of Mintz & Fraade,  P.C. has rendered  legal  services for
         and on behalf of the  Registrant.  The Firm is located  at 488  Madison
         Avenue, Suite 1100, New York, New York, 10022.

         The Company has issued to Frederick M. Mintz and Alan P. Fraade,
         members of Mintz & Fraade, P.C., an aggregate of 50,000 shares of the
         Company's Common Stock as partial payment for professional services to
         be rendered. Pursuant to an Option Agreement dated December 3, 2002,
         the Company has granted to Mintz & Fraade, P.C., the option to purchase
         an aggregate of 250,000 shares of the Company's Common Stock, at an
         exercise price of $.001 which option shall expire on December 31, 2007.
         In addition, the Company has agreed, pursuant to a Fee Agreement dated
         December 2, 2002 with respect to the payment of outstanding fees in the
         aggregate amount of $290,740.50, to grant to Mintz & Fraade, P.C. the
         option, commencing on January 1, 2003, to convert any portion of such
         outstanding fees owed to Mintz & Fraade, P.C. into shares of the
         Company's Common Stock at a price of $.75 per share.

Item 6.  Indemnification of Directors and Officers

         As permitted by the Delaware General Corporation Law (the "Delaware
         Law"), Article "TENTH" of the Company's Certificate of Incorporation
         includes the following provision that eliminates the personal liability
         of its directors and officers to the Company or its stockholders:

                  The Corporation shall indemnify any person who was, is or is
                  threatened to be made a party to a proceeding (as hereinafter
                  defined) by reason of the fact that he or she (i) is or was a
                  director or officer of the Corporation or (ii) while a
                  director or officer of the Corporation, is or was serving at
                  the request of the Corporation as a director, officer,
                  partner, venturer, proprietor, trustee, employee, agent or
                  similar functionary of another foreign or domestic
                  corporation, partnership, joint venture, sole proprietorship,
                  trust, employee benefit plan, or other enterprise, to the
                  fullest extent permitted under the DGCL, as the same exists or
                  may hereafter be amended. Such right shall be a contract right
                  and as such shall run to the benefit of any director or
                  officer who is elected and accepts the position of director or
                  officer of the Corporation or elects to continue to serve as a
                  director or officer of the Corporation while this Article
                  Tenth is in effect.

                                       3
Item 8.           Exhibits
                  --------

Number            Description
------            -----------

5                 Opinion of Mintz & Fraade, P.C.

23.1              Consent of Mintz & Fraade, P.C.
                  (contained in its opinion filed as Exhibit 5)

23.2              Consent of J.H. Cohn LLP

Item 9.  Undertakings

(a)      The undersigned Registrant hereby undertakes to file, during any period
         in which offers or sales are being made, a post-effective  amendment to
         the Registration  Statement to include any material  information  about
         the plan not previously disclosed in the Registration  Statement or any
         material change to any such information in the Registration Statement.

(b)      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.
         If a claim for indemnification against such liabilities (other than the
         payment by the  Registrant of expenses  incurred or paid by a director,
         officer  or  controlling  person of the  Registrant  in the  successful
         defense  of any  action,  suit  or  proceeding)  is  asserted  by  such
         director,   officer  or  controlling  person  in  connection  with  the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel  the matter has been  settled by  controlling  precedent
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

         Consultants and Advisors
         ------------------------

         The  following  consultants  and  advisors  will be  issued  securities
         pursuant to this Registration Statement:

Name                       Number           Type of Services Provided
----                       ------           -------------------------

Norman E. Clarke           250,000          Consulting Services

                                       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 Town of Newtown, State of Pennsylvania, on this 10th day of
November, 2003.

                                                  Graphco Holdings Corp.

                                                  By: /s/ Cristian Ivanescu
                                                     ---------------------
                                                     Cristian Ivanescu
                                                     President, Chief Executive
                                                     Officer and Chairman

         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.

Name                                Title                        Date
----                                -----                        ----

/s/ Cristian Ivanescu      President, Chief Executive       November 10, 2003
---------------------
Cristian Ivanescu          Chairman

/s/ Rodger Wichterman      Chief Financial Officer          November 10, 2003
---------------------
Rodger Wichterman

/s/ Edward Kramer          Secretary & Director             November 10, 2003
--------------------
Edward Kramer

/s/ Ross Glatzer           Director                         November 11, 2003
---------------------
Ross Glatzer

/s/ Ronald Stone           Director                         November 10, 2003
---------------------
Ronald Stone

/s/ Ulf Lindgren           Director                         November 10, 2003
---------------------
Ulf Lindgren

                                       5
Graphco Holdings Corp.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                INDEX TO EXHIBITS

Exhibit No.      Description
-----------      -----------

5                Opinion of Mintz & Fraade, P.C.

23.1             Consent of Mintz & Fraade, P.C.
                 (contained in its opinion filed as Exhibit 5)

23.2             Consent of J.H. Cohn LLP

                                       6