As filed with the Securities and Exchange Commission on December 23, 2003
                                          Registration No. 333-_________________
--------------------------------------------------------------------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               COLOR IMAGING, INC.
                          ---------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                  13-3453420
             --------                                  ----------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

   4350 Peachtree Industrial Blvd., Suite 100, Norcross, GA          30071
       (Address of Principal Executive Offices)                   (Zip Code)

                  COLOR IMAGING, INC. 2003 STOCK INCENTIVE PLAN
                          ---------------------------
                            (Full title of the plan)

                           Morris E. Van Asperen, CFO
                        4350 Peachtree Industrial Blvd.,
                                    Suite 100
                               Norcross, GA 30071
                          ---------------------------
                     (Name and address of agent for service)

                                 (770) 840-1090
                          ---------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Robert F. Dow, Esq.
                            Arnall Golden Gregory LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8706

<TABLE>
<CAPTION>
<S>                                         <C>                 <C>                    <C>                   <C>
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
                                                                                           Proposed
                                                                      Proposed             Maximum              Amount of
           Title of securities                Amount to be        maximum offering        Aggregate           registration
           to be registered(1)                 Registered        price per share(2)     offering price           fee(2)
-------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.01 par value                 530,000 Shares            $0.70               $371,000                $30
-------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.01 par value                 970,000 Shares            $2.08              $2,017,600              $164
-------------------------------------------------------------------------------------------------------------------------------
Total                                      1,500,000 Shares                                                       $194
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This  Registration  Statement  also  covers such  indeterminable  number of
     additional  shares as may become issuable to prevent  dilution in the event
     of stock splits,  stock dividends or similar  transactions  pursuant to the
     terms of the Color Imaging,  Inc.,  2003 Stock Incentive Plan (the "Plan").

(2)  Calculated  pursuant to Rules 457(c) and 457(h),  (i) based on the weighted
     average exercise price of $2.08 as to 970,000 options issued and (ii) based
     upon the average of the high and low prices  reported  for the Common Stock
     on December  22, 2003 as quoted on the NASDAQ OTC Bulletin  Board,  for the
     530,000  shares  subject to options  issuable but not yet granted under the
     Plan.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents are  incorporated by reference in the Registration
Statement:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2002.

     (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 2003.

     (c) The Registrant's Current Reports on Form 8-K filed on January 24, March
7, April 12, and April 22, 2003.

     (d) The description of the  Registrant's  Common Stock, as such description
is set forth in the  Registrant's  final  prospectus  filed on January  24, 2003
pursuant to Section 424(b) of the  Securities Act of 1933 (File No.  333-76090),
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

     (e) All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to this  registration  statement  which
indicates that all of the shares of Common Stock offered have been sold or which
deregisters  all of such shares  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 of 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 or is 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

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  145  of  the  Delaware   General   Corporation  Law  authorizes  a
corporation  generally to indemnify  any person  ("indemnitee")  who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding (other than an action by or in the right of
the  corporation)  by reason of the fact that such  person is or was a director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation,  in a similar  position with another  corporation or
entity,  against expenses  (including  attorneys'  fees),  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding,  had no  reasonable  cause to  believe  such  person's  conduct  was
unlawful.  With  respect  to  actions  or  suits  by  or in  the  right  of  the
corporation, however, an indemnitee who acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation is generally  limited to attorneys' fees and other expenses,  and no
indemnification  shall  be  made  if  such  person  is  adjudged  liable  to the
corporation unless and only to the extent that a court of competent jurisdiction
determines that  indemnification  is appropriate.  Section 145 further  provides
that any indemnification  shall be made by the corporation only as authorized in
each specific case upon a determination by the (i)  stockholders,  (ii) board of
directors by a majority  vote of directors  who were not parties to such action,
suit or proceeding or (iii) independent  counsel,  that  indemnification  of the
indemnitee is proper  because such has met the  applicable  standard of conduct.
Section 145 provides that indemnification  under its provisions is not exclusive
of other rights of  indemnification  to which a person may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise.

                                       2
<PAGE>

     Our Certificate of  Incorporation  provides that we will indemnify,  to the
fullest extent  permitted by law, any person or such person's  heirs,  executors
and  administrators who was or is a party or is threatened to be made a party to
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative,  by  reason  of the fact that such
person is or was a director, officer, employee or agent of our company, or is or
was  serving at the our  request as a  director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
domestic or foreign, against expenses,  attorneys' fees, court costs, judgments,
fines,  amounts  paid in  settlement  and other losses  actually and  reasonably
incurred by such person in connection with such action, suit or proceeding.

     The Certificate of  Incorporation  also provides that none of our directors
will be personally liable to us or our stockholders for monetary damages for any
breach of  fiduciary  duty by such a director as a director  other than for: (i)
any breach of the  director's  duty of loyalty to us or our  stockholders,  (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii)  liability  under  Section 174 of the General
Corporation Law of Delaware,  or (iv) any  transaction  from which such director
derived an improper personal benefit.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

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

3.1                 Certificate of  Incorporation,  incorporated by reference to
                    Exhibit 3.1 to the Registration statement on Form SB-2 filed
                    July 15, 2002

3.2                 Bylaws,  incorporated by reference to the Registrant's  Form
                    10-QSB for the quarter ended March 31, 2002

5*                  Opinion of Arnall Golden Gregory LLP regarding legality

23.1*               Consent of Arnall  Golden  Gregory LLP  (included as part of
                    Exhibit 5 hereto)

23.2*               Consent of Lazar Levine & Felix LLP

24.1*               Power of Attorney  (included as part of the  signature  page
                    hereto)

------------------
* Filed herewith.

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:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

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

                                       3
<PAGE>

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

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

          (3) To remove 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 of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) 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  provisions  described  in  Item 6  above,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than 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
proceedings)  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>


                                   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 Atlanta, State of Georgia on December 23, 2003.

                             COLOR IMAGING, INC.


                             By: /s/ Jui-Kung Wang
                                ------------------------------------------------
                                 Jui-Kung Wang, Chief Executive Officer


                                POWER OF ATTORNEY

     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 dates indicated. Each person whose signature appears below
hereby  constitutes and appoints  Sueling Wang, Ph.D. and Morris E. Van Asperen,
or either of them, as such person's true and lawful  attorney-in-fact  and agent
with full power of substitution for such person and in such person's name, place
and stead,  in any and all  capacities,  to sign and to file with the Securities
and Exchange Commission, any and all amendments and post-effective amendments to
this  Registration  Statement,  with  exhibits  thereto and other  documents  in
connection  therewith,  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 in and about the  premises,  as fully to all  intents  and
purposes  as such  person  might or could do in  person,  hereby  ratifying  and
confirming all that said attorney-in-fact and agent, or any substitute therefor,
may lawfully do or cause to be done by virtue thereof.

<TABLE>
<CAPTION>
<S>                                     <C>                                        <C>
            SIGNATURE                                TITLE                                          DATE
------------------------------------    ---------------------------------------    ---------------------------------------

/s/  Jui-Kung Wang                      Chief Executive Officer (Principal                   December 23, 2003
------------------------------------    Executive  Officer)  Chairman  of  the
    Jui-Kung Wang                       Board and Director



/s/ Sueling Wang, Ph.D.                 President,  Vice-Chairman of the Board               December 23, 2003
------------------------------------    and Director
    Sueling Wang, Ph.D.


/s/ Morris E. Van Asperen              Executive Vice President, Chief                       December 23, 2003
------------------------------------   Financial Officer (Principal
    Morris E. Van Asperen              Financial and Accounting Officer),
                                       Secretary and Director

/s/ Yi-Jen Wang                        Assistant Vice President and Director                 December 23, 2003
------------------------------------
    Yi-Jen Wang


/s/ Jui-Chi Wang                       Director                                              December 23, 2003
------------------------------------
   Jui-Chi Wang


/s/ Jui-Hung Wang                      Director                                              December 23, 2003
------------------------------------
   Jui-Hung Wang


/s/ Richard S. Eiswirth                Director                                              December 23, 2003
------------------------------------
   Richard S. Eiswirth

</TABLE>

                                       5
<PAGE>


                                  EXHIBIT INDEX


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

3.1                 Certificate of  Incorporation,  incorporated by reference to
                    Exhibit 3.1 to the Registration statement on Form SB-2 filed
                    July 15, 2002

3.2                 Bylaws,  incorporated by reference to the Registrant's  Form
                    10-QSB for the quarter ended March 31, 2002

5*                  Opinion of Arnall Golden Gregory LLP regarding legality

23.1*               Consent of Arnall  Golden  Gregory LLP  (included as part of
                    Exhibit 5 hereto)

23.2*               Consent of Lazar Levine & Felix LLP

24.1*               Power of Attorney  (included as part of the  signature  page
                    hereto)


------------------
* Filed herewith.




1686589
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{"company-data": {"conformed-name": "COLOR IMAGING INC", "cik": "0000820906", "assigned-sic": "7389", "irs-number": "133453420", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111506", "film-number": "031071043"}, "business-address": {"street1": "4350 PEACHTREE BLVD", "street2": "SUITE 100", "city": "NORCROSS", "state": "GA", "zip": "30071", "phone": "7708401090"}, "mail-address": {"street1": "4350 PEACHTREE BLVD", "street2": "SUITE 100", "city": "NORCROSS", "state": "GA", "zip": "30071"}, "former-company": {"former-conformed-name": "ADVATEX ASSOCIATES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on December 23, 2003
                                          Registration No. 333-_________________
--------------------------------------------------------------------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               COLOR IMAGING, INC.
                          ---------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                  13-3453420
             --------                                  ----------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

   4350 Peachtree Industrial Blvd., Suite 100, Norcross, GA          30071
       (Address of Principal Executive Offices)                   (Zip Code)

                  COLOR IMAGING, INC. 2003 STOCK INCENTIVE PLAN
                          ---------------------------
                            (Full title of the plan)

                           Morris E. Van Asperen, CFO
                        4350 Peachtree Industrial Blvd.,
                                    Suite 100
                               Norcross, GA 30071
                          ---------------------------
                     (Name and address of agent for service)

                                 (770) 840-1090
                          ---------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Robert F. Dow, Esq.
                            Arnall Golden Gregory LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8706
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
                                                                                           Proposed
                                                                      Proposed             Maximum              Amount of
           Title of securities                Amount to be        maximum offering        Aggregate           registration
           to be registered(1)                 Registered        price per share(2)     offering price           fee(2)
-------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.01 par value                 530,000 Shares            $0.70               $371,000                $30
-------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.01 par value                 970,000 Shares            $2.08              $2,017,600              $164
-------------------------------------------------------------------------------------------------------------------------------
Total                                      1,500,000 Shares                                                       $194
-------------------------------------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement  also  covers such  indeterminable  number of
     additional  shares as may become issuable to prevent  dilution in the event
     of stock splits,  stock dividends or similar  transactions  pursuant to the
     terms of the Color Imaging,  Inc.,  2003 Stock Incentive Plan (the "Plan").

(2)  Calculated  pursuant to Rules 457(c) and 457(h),  (i) based on the weighted
     average exercise price of $2.08 as to 970,000 options issued and (ii) based
     upon the average of the high and low prices  reported  for the Common Stock
     on December  22, 2003 as quoted on the NASDAQ OTC Bulletin  Board,  for the
     530,000  shares  subject to options  issuable but not yet granted under the
     Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents are  incorporated by reference in the Registration
Statement:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2002.

     (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 2003.

     (c) The Registrant's Current Reports on Form 8-K filed on January 24, March
7, April 12, and April 22, 2003.

     (d) The description of the  Registrant's  Common Stock, as such description
is set forth in the  Registrant's  final  prospectus  filed on January  24, 2003
pursuant to Section 424(b) of the  Securities Act of 1933 (File No.  333-76090),
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

     (e) All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to this  registration  statement  which
indicates that all of the shares of Common Stock offered have been sold or which
deregisters  all of such shares  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 of 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 or is 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

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  145  of  the  Delaware   General   Corporation  Law  authorizes  a
corporation  generally to indemnify  any person  ("indemnitee")  who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding (other than an action by or in the right of
the  corporation)  by reason of the fact that such  person is or was a director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation,  in a similar  position with another  corporation or
entity,  against expenses  (including  attorneys'  fees),  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding,  had no  reasonable  cause to  believe  such  person's  conduct  was
unlawful.  With  respect  to  actions  or  suits  by  or in  the  right  of  the
corporation, however, an indemnitee who acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation is generally  limited to attorneys' fees and other expenses,  and no
indemnification  shall  be  made  if  such  person  is  adjudged  liable  to the
corporation unless and only to the extent that a court of competent jurisdiction
determines that  indemnification  is appropriate.  Section 145 further  provides
that any indemnification  shall be made by the corporation only as authorized in
each specific case upon a determination by the (i)  stockholders,  (ii) board of
directors by a majority  vote of directors  who were not parties to such action,
suit or proceeding or (iii) independent  counsel,  that  indemnification  of the
indemnitee is proper  because such has met the  applicable  standard of conduct.
Section 145 provides that indemnification  under its provisions is not exclusive
of other rights of  indemnification  to which a person may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise.

                                       2
Our Certificate of  Incorporation  provides that we will indemnify,  to the
fullest extent  permitted by law, any person or such person's  heirs,  executors
and  administrators who was or is a party or is threatened to be made a party to
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative,  by  reason  of the fact that such
person is or was a director, officer, employee or agent of our company, or is or
was  serving at the our  request as a  director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
domestic or foreign, against expenses,  attorneys' fees, court costs, judgments,
fines,  amounts  paid in  settlement  and other losses  actually and  reasonably
incurred by such person in connection with such action, suit or proceeding.

     The Certificate of  Incorporation  also provides that none of our directors
will be personally liable to us or our stockholders for monetary damages for any
breach of  fiduciary  duty by such a director as a director  other than for: (i)
any breach of the  director's  duty of loyalty to us or our  stockholders,  (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii)  liability  under  Section 174 of the General
Corporation Law of Delaware,  or (iv) any  transaction  from which such director
derived an improper personal benefit.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

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

3.1                 Certificate of  Incorporation,  incorporated by reference to
                    Exhibit 3.1 to the Registration statement on Form SB-2 filed
                    July 15, 2002

3.2                 Bylaws,  incorporated by reference to the Registrant's  Form
                    10-QSB for the quarter ended March 31, 2002

5*                  Opinion of Arnall Golden Gregory LLP regarding legality

23.1*               Consent of Arnall  Golden  Gregory LLP  (included as part of
                    Exhibit 5 hereto)

23.2*               Consent of Lazar Levine & Felix LLP

24.1*               Power of Attorney  (included as part of the  signature  page
                    hereto)

------------------
* Filed herewith.

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:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

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

                                       3
Provided,  however, that paragraph (a)(1)(i) and (a)(1)(ii) shall
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by the  Registrant  pursuant  to  Section 13 or Section
          15(d) of the Securities  Exchange Act of 1934 that are incorporated by
          reference in the registration statement.

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

          (3) To remove 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 of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) 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  provisions  described  in  Item 6  above,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than 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
proceedings)  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
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 Atlanta, State of Georgia on December 23, 2003.

                             COLOR IMAGING, INC.

                             By: /s/ Jui-Kung Wang
                                ------------------------------------------------
                                 Jui-Kung Wang, Chief Executive Officer

                                POWER OF ATTORNEY

     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 dates indicated. Each person whose signature appears below
hereby  constitutes and appoints  Sueling Wang, Ph.D. and Morris E. Van Asperen,
or either of them, as such person's true and lawful  attorney-in-fact  and agent
with full power of substitution for such person and in such person's name, place
and stead,  in any and all  capacities,  to sign and to file with the Securities
and Exchange Commission, any and all amendments and post-effective amendments to
this  Registration  Statement,  with  exhibits  thereto and other  documents  in
connection  therewith,  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 in and about the  premises,  as fully to all  intents  and
purposes  as such  person  might or could do in  person,  hereby  ratifying  and
confirming all that said attorney-in-fact and agent, or any substitute therefor,
may lawfully do or cause to be done by virtue thereof.
SIGNATURE                                TITLE                                          DATE
------------------------------------    ---------------------------------------    ---------------------------------------

/s/  Jui-Kung Wang                      Chief Executive Officer (Principal                   December 23, 2003
------------------------------------    Executive  Officer)  Chairman  of  the
    Jui-Kung Wang                       Board and Director

/s/ Sueling Wang, Ph.D.                 President,  Vice-Chairman of the Board               December 23, 2003
------------------------------------    and Director
    Sueling Wang, Ph.D.

/s/ Morris E. Van Asperen              Executive Vice President, Chief                       December 23, 2003
------------------------------------   Financial Officer (Principal
    Morris E. Van Asperen              Financial and Accounting Officer),
                                       Secretary and Director

/s/ Yi-Jen Wang                        Assistant Vice President and Director                 December 23, 2003
------------------------------------
    Yi-Jen Wang

/s/ Jui-Chi Wang                       Director                                              December 23, 2003
------------------------------------
   Jui-Chi Wang

/s/ Jui-Hung Wang                      Director                                              December 23, 2003
------------------------------------
   Jui-Hung Wang

/s/ Richard S. Eiswirth                Director                                              December 23, 2003
------------------------------------
   Richard S. Eiswirth
5
EXHIBIT INDEX

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

3.1                 Certificate of  Incorporation,  incorporated by reference to
                    Exhibit 3.1 to the Registration statement on Form SB-2 filed
                    July 15, 2002

3.2                 Bylaws,  incorporated by reference to the Registrant's  Form
                    10-QSB for the quarter ended March 31, 2002

5*                  Opinion of Arnall Golden Gregory LLP regarding legality

23.1*               Consent of Arnall  Golden  Gregory LLP  (included as part of
                    Exhibit 5 hereto)

23.2*               Consent of Lazar Levine & Felix LLP

24.1*               Power of Attorney  (included as part of the  signature  page
                    hereto)

------------------
* Filed herewith.

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