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)


                          Fee and 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,    348,774       $.65            $226,703.31     $59.85
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 bid price for our common stock as reported by Over the Counter Bulletin
Board on August 12, 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 for the three months ended March 31, 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 agreed to issue 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 which are included in this Registration Statement,
      as partial payment for professional services to be rendered.

      Pursuant to an Option  Agreement  dated  December 3, 2002 with  respect to
      outstanding fees for professional and  paraprofessional  services rendered
      and to be rendered (the "Fees"), The Company has issued to Mintz & Fraade,
      P.C.,  an  option  to  purchase  an  aggregate  of  250,000  shares of the
      Company's Common Stock for a term of 5 years,  commencing upon the date of
      the Option  Agreement,  at an exercise  price of $.001.  In addition,  the
      Company has agreed  pursuant  to an  Agreement  dated  December 2, 2002 to
      grant Mintz & Fraade,  P.C. the option,  commencing on January 1, 2003, to
      convert into shares of the  Company's  Common Stock at a price of $.75 per
      share,  any portion of the outstanding fees of $200,740.50 owed to Mintz &
      Fraade, P.C. by the Company as of October 31, 2002.

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

                                                                               3
<PAGE>

          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.

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.

                                                                               4
<PAGE>

      Consultants and Advisors

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

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

Frank Speight             153,846        Consulting Services
Daniel J. McClory          21,428        Consulting Services
Charles T. French          20,000        Consulting Services
Stan Wunderlich            28,500        Consulting Services
Younis Zubchevich          25,000        Consulting Services
Edward C. Kramer           50,000        Legal Advisory Services
Alan P. Fraade             25,000        Legal Advisory Services
Frederick M. Mintz         25,000        Legal Advisory Services

                                                                               5

<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 18th day of
August, 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/ Rodger Wichterman     Chief Financial Officer   August 18, 2003
----------------------
Rodger Wichterman


/s/ Edward Kramer         Secretary  & Director     August 19, 2003
----------------------
Edward Kramer


/s/ Ross Glatzer          Director                  August 19, 2003
----------------------
Ross Glatzer


/s/ Ronald Stone          Director                  August 19, 2003
----------------------
Ronald Stone


/s/ Ulf Lindgren          Director                  August 19, 2003
----------------------
Ulf Lindgren

                                                                               6

<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
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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": "333-108089", "film-number": "03856618"}, "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)

                          Fee and 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,    348,774       $.65            $226,703.31     $59.85
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 bid price for our common stock as reported by Over the Counter Bulletin
Board on August 12, 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 for the three months ended March 31, 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 agreed to issue 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 which are included in this Registration Statement,
      as partial payment for professional services to be rendered.

      Pursuant to an Option  Agreement  dated  December 3, 2002 with  respect to
      outstanding fees for professional and  paraprofessional  services rendered
      and to be rendered (the "Fees"), The Company has issued to Mintz & Fraade,
      P.C.,  an  option  to  purchase  an  aggregate  of  250,000  shares of the
      Company's Common Stock for a term of 5 years,  commencing upon the date of
      the Option  Agreement,  at an exercise  price of $.001.  In addition,  the
      Company has agreed  pursuant  to an  Agreement  dated  December 2, 2002 to
      grant Mintz & Fraade,  P.C. the option,  commencing on January 1, 2003, to
      convert into shares of the  Company's  Common Stock at a price of $.75 per
      share,  any portion of the outstanding fees of $200,740.50 owed to Mintz &
      Fraade, P.C. by the Company as of October 31, 2002.

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

                                                                               3
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.

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.

                                                                               4
Consultants and Advisors

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

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

Frank Speight             153,846        Consulting Services
Daniel J. McClory          21,428        Consulting Services
Charles T. French          20,000        Consulting Services
Stan Wunderlich            28,500        Consulting Services
Younis Zubchevich          25,000        Consulting Services
Edward C. Kramer           50,000        Legal Advisory Services
Alan P. Fraade             25,000        Legal Advisory Services
Frederick M. Mintz         25,000        Legal Advisory Services

                                                                               5
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 18th day of
August, 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/ Rodger Wichterman     Chief Financial Officer   August 18, 2003
----------------------
Rodger Wichterman

/s/ Edward Kramer         Secretary  & Director     August 19, 2003
----------------------
Edward Kramer

/s/ Ross Glatzer          Director                  August 19, 2003
----------------------
Ross Glatzer

/s/ Ronald Stone          Director                  August 19, 2003
----------------------
Ronald Stone

/s/ Ulf Lindgren          Director                  August 19, 2003
----------------------
Ulf Lindgren

                                                                               6
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