As filed with the Securities and Exchange Commission on December 22, 1999
                                  File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 --------------

                        IFS INTERNATIONAL HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)


           Delaware                                           13-3393646
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification Number)


                           Rensselaer Technology Park
                                 300 Jordan Road
                              Troy, New York 12180
                                 (518) 283-7900
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                     DAVID L. HODGE, Chief Executive Officer
                           Rensselaer Technology Park
                                 300 Jordan Road
                              Troy, New York 12180
                                 (518) 283-7900
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                  ------------
                                   Copies to:
                           MICHAEL D. DIGIOVANNA, ESQ.
                           PARKER DURYEE ROSOFF & HAFT
                                529 Fifth Avenue
                          New York, New York 10017-4608
                                 (212) 599-0500


Approximate  date of proposed  sale to the  public:  From time to time after the
effective date of this Registration Statement.

<PAGE>

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]


                         CALCULATION OF REGISTRATION FEE

<TABLE>

                                                 Proposed Maximum      Proposed Maximum
   Title of Each Class of        Amount to be     Offering Price      Aggregate Offering         Amount of
 Securities to be Registered      Registered       Per Share(1)            Price(1)          Registration Fee
---------------------------- ----------------- ------------------- ------------------------ ------------------
common stock, par value
<S>                                 <C>                   <C>                  <C>                   <C>
$.001 per share                     2,507,779             $2.38                5,968,515             $1,576.00

Total Registration Fee                                                                               $1,576.00
------------------------------ -------------------- ------------------- ------------------------ ------------------
------------------------------ -------------------- ------------------- ------------------------ ------------------

</TABLE>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(c)  based upon the  average of the low bid and high asked
prices of the common stock on The Nasdaq SmallCap Market on December 17, 1999.

(2)  Pursuant to Rule  416(a),  the  Registration  Statement  also relates to an
indeterminate  number of additional  shares of IFS' common stock,  issuable upon
the exercise of options pursuant to anti-dilution  provisions contained therein,
which shares of common stock are registered hereunder.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s)  containing the information specified in Part I of Form S-8 will
be sent or  given to  specified  employees  pursuant  to Rule  428(b)(1)  of the
Securities Act of 1933 (the  "Securities  Act"). The documents and the documents
incorporated by reference in this  Registration  Statement  pursuant to Item 3of
Part  II  below,  taken  together,   constitute  a  prospectus  that  meets  the
requirements of Section 10(a) of the Securities Act.

The  selling  stockholders  may acquire  their  shares  through the  exercise of
options  granted to them in connection  with IFS  International  Holdings Inc.'s
1988 Stock Option Plan,  1996 Stock Option Plan and 1998 Stock Plan.  Options to
purchase up to a maximum of 332,779  shares may be awarded under IFS' 1988 Stock
Option Plan.  Options to purchase  300,000  shares may be issued under IFS' 1996
Stock Option Plan. A maximum of 1,800,000  shares may be awarded under IFS' 1998
Stock Plan pursuant to stock awards or options to purchase stock.  Also,  75,000
shares are issuable pursuant to an option granted under an employment  agreement
dated May 12,  1998,  to Mr.  Frank A.  Pascuito,  a director of IFS. A total of
2,507,779  shares are  issuable in  accordance  with grants made or which may be
made to date under these plans and are covered by this  registration  statement.
Including  grants  which have not yet been made,  1,173,135  shares  issuable to
employees  and non  affiliates  of IFS  under  the  plans  may be sold  upon the
effectiveness of this  registration  statement on Form S-8, without reference to
the reoffer prospectus described below.

Under cover of this Form S-8 is a reoffer prospectus prepared in accordance with
Part I of Form S-3 under the  Securities  Act.  The  reoffer  prospectus  may be
utilized for reoffering and resales of up to 1,334,644 shares of common stock.

<PAGE>

REOFFER PROSPECTUS



sewtad
 1,334,644 SHARES

                        IFS INTERNATIONAL HOLDINGS, INC.

                     common stock, par value $.001 per share

                                 --------------



This reoffer prospectus relates to the offer and sale of 1,334,644 shares of the
common  stock,  par  value  $.001  per  share,  of  IFS  International  Holdings
Inc.("IFS").  Any or all of the  selling  shareholders  named  in  this  reoffer
prospectus  may offer these shares from time to time for their own benefit.  The
selling  shareholders may acquire their shares through the of options granted to
them in connection  with IFS' 1988 Stock Option Plan,  1996 Stock Option Pan and
1998 Stock Plan.  Options to  purchase up to a maximum of 332,779  shares may be
awarded under IFS' 1998 Stock Option Plan.  Options to purchase  300,000  shares
may be issued under IFS' 1996 Stock  Option Plan. A maximum of 1,800,000  shares
may be awarded under IFS' 1998 Stock Plan pursuant to stock awards or options to
purchase stock.  Also,  75,000 shares are issuable pursuant to an option granted
under an employment  agreement  dated May 12, 1998, to Mr. Frank A. Pascuito,  a
director of IFS. A total of  1,842,797  shares are issuable in  accordance  with
grants made to date under these  plans.  Options to purchase  the balance of the
shares  available under these plans have not yet been granted.  Including grants
which  have not yet been  made,  1,173,135  shares  issuable  to  employees  and
non-affiliates  of IFS are covered by the registration  statement on Form S-8 of
which this reoffer prospectus is a part,  although those shares are not required
to be  included  in this  reoffer  prospectus.  IFS will  receive no part of the
proceeds from the sale of the shares by the selling stockholders.  IFS will bear
all the expenses of this registration statement.

         Investing in our common stock is risky. See "Risk Factors" on page 5.

         Our common  stock is traded on the  Nasdaq  SmallCap  Market  under the
symbol  "IFSH".  The closing bid price of our common  stock on December 17, 1999
was $2.38.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



                The date of this Prospectus is December 22, 1999

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

WHERE YOU CAN FIND MORE INFORMATION............................................2
INTRODUCTION...................................................................3
RECENT DEVELOPMENTS............................................................4
RISK FACTORS...................................................................5
         We have incurred operating losses and may incur these
           losses in the future................................................5
         We are dependent on revenues from foreign sources and
           are subject to the risks of doing business abroad...................5
         We are dependent on the electronic funds transfer and
           the bank automation markets.........................................5
         We may have a possible need for additional financing
           and may not be able to raise any required funds.....................6
         Our growth is dependent on expanding our customer base................6
         We have had fluctuations in quarterly revenues and
           operating results...................................................6
         We must attract and retain key and technical personnel................7
         We may not be able to compete against our competitors,
           many of whom have greater resources.................................7
         We may be adversely effected by technological change..................7
         We are dependent on our proprietary technology........................8
         Our market price may be effected by the issuance of
           shares pursuant to warrants, options, and other rights..............8
FORWARD-LOOKING STATEMENTS.....................................................8
USE OF PROCEEDS................................................................9
SELLING STOCKHOLDERS...........................................................9
PLAN OF DISTRIBUTION..........................................................11

<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

IFS has  filed a  registration  statement  on Form S-3 with the  Securities  and
Exchange Commission in connection with this offering. In addition, the IFS files
annual,  quarterly and current reports,  proxy statements and other  information
with  the  Securities  and  Exchange  Commission.  You may  read  and  copy  the
registration  statement and any other  documents  filed by IFS at the Securities
and Exchange  Commission's  Public  Reference  Room at 450 Fifth  Street,  N.W.,
Washington,  D.C. 20549.  Please call the Securities and Exchange  Commission at
1-800-SEC-0330  for  further  information  on the Public  Reference  Room.  IFS'
Securities and Exchange  Commission  filings are also available to the public at
the Securities and Exchange Commission's  Internet site at  "http//www.sec.gov."
In addition,  reports, proxy statements and other information concerning IFS may
be inspected at the offices of the Nasdaq SmallCap Market, 1735 K Street,  N.W.,
Washington, D.C. 20549, on which the common stock is quoted.

This prospectus is part of the  registration  statement and does not contain all
of the information included in the registration statement.  Whenever a reference
is made in this  prospectus  to any  contract  or  other  document  of IFS,  the
reference  may not be complete and you should  refer to the exhibits  that are a
part of the registration statement for a copy of the contract or document.

The Securities and Exchange  Commission  allows us to "incorporate by reference"
into this  prospectus  the  information we file with it, which means that we can
disclose  important  information  to you by  referring  you to those  documents.
Information  incorporated  by  reference  is  part  of  this  prospectus.  Later
information  filed with the Securities and Exchange  Commission  will update and
supersede this information.

IFS  incorporates by reference the documents  listed below and any future filing
made with the Securities and Exchange Commission under Sections 13(a), 13(c), 14
or  15(d)  of the  Securities  Exchange  Act of  1934  until  this  offering  is
completed:


               Annual Report on Form 10-KSB for fiscal year 1999.
      Quarterly Report on Form 10-QSB for quarter ended October 31, 1999.



     You may request a copy of these  filings,  at no cost,  by  contacting  the
Company at:

                        IFS International Holdings, Inc.
                           Rensselaer Technology Park
                                 300 Jordan Road
                              Troy, New York 12180
                             Attn.: Carmen Pascuito
                              Tel. No. 518-283-7900

                                        2
<PAGE>

                                  INTRODUCTION


General

We are a Delaware corporation,  engaged in the business of developing, marketing
and  supporting  software  products  for  electronic  funds  transfer and retail
banking  markets.  These  markets  are  served  through  our  two  wholly  owned
subsidiaries,  IFS  International,  Inc.,  a New York  corporation  and  Network
Controls International, Inc., a North Carolina corporation.

Our IFS subsidiary derives revenues principally from the licensing of its family
of software products.

Our IFS subsidiary's family of software products,  marketed under the name TPII,
serves as a  UNIX-based  manager  for  electronic  funds  transfer  systems.  An
electronic  funds  transfer  system  of a bank or  other  financial  institution
permits the processing of  transactions  involving  credit cards and debit cards
e.g.,  ATM cards.  TPII  software  products are  compatible  with a  significant
portion of the industry  standard  computer  platforms,  are designed to operate
with computers utilizing the UNIX operating system, are written in C programming
language  and  incorporate  Oracle  relational  database  technology  and object
oriented  design  concepts.  TPII software is offered in separate  modules which
perform different functions.

The  TPII   software   products  are   typically   installed  at  the  financial
institution's  main  processing  facility.  TPII  software  products  have  been
primarily  installed in  electronic  funds  transfer  systems of banks and other
financial  institutions  located in emerging  countries and former  Eastern Bloc
nations.

TPII software is also capable of managing electronic funds transfer systems that
involve the  "loading" of value on smart  cards.  A smart card is a plastic card
with an  electronic  chip that acts as a small  computer  which can  enable  the
holder to "load" a fixed amount of  purchasing  power or cash  equivalent on the
card  as  authorized.  Our  IFS  subsidiary  has  developed  software  for  Visa
International Service Association. Since the first calendar quarter of 1997, our
IFS  subsidiary  completed,  on  behalf  of Visa,  several  pilot  programs  and
subsequently  entered into several license and maintenance  agreements for these
sites.

Our NCI subsidiary  provides bank  teller/platform  and networking  solutions to
large financial institutions and major suppliers of branch automation equipment.
NCI is currently  developing a new product line,  NCI Business  Centre (TM). NCI
Business Centre (TM) will be a server-centric and enterprise-wide retail banking
solution  which will  automate  delivery  channels,  such as  teller,  platform,
internet  banking,  call center and kiosks.  NCI  Business  Centre (TM) will use
Windows  NT,  browsers  and  TCP/IP  protocol   technologies   for  delivery  of
functionality  over  Intranet and Internet  networks.  NCI is  headquartered  in
Charlotte,  North  Carolina and has  overseas  subsidiaries  and branch  offices
marketing its products and services internationally.

                                       3
<PAGE>

We provide our customers with maintenance services for its software products for
a separate  fee.  We also  offer  other  support  services,  such as  additional
training  of  customer  personnel,   project  management  and  consulting,   for
additional consideration.

We were  incorporated  in Delaware  in  September  1986 under the name  Wellsway
Ventures,  Inc. ("WWV").  WWV subsequently changed its name to IFS International
Holdings,  Inc. Our principal offices are located at Rensselaer Technology Park,
300  Jordan  Road,  Troy,  New York  12180  and our  telephone  number  is (518)
283-7900.

                               RECENT DEVELOPMENTS

In  October,  1999 we issued  1,051,716  shares of our common  stock to Per Olof
Ezelius,  one of our directors and president of our NCI  subsidiary.  The shares
were issued as additional contingent  consideration pursuant to the terms of the
plan and merger  agreement  dated  January  30,  1998.  Mr.  Ezelius may receive
additional  contingent shares in future years based on the financial performance
of NCI through fiscal year 2001 pursuant to the plan and merger agreement.

                                       4
<PAGE>

                                  RISK FACTORS

Each prospective  investor should carefully consider the following risk factors,
as well as all other information set forth elsewhere in this prospectus.

We have incurred operating losses and may incur these losses in the future.

We  incurred a net loss of  $703,907  and had a net income of  $185,289  for our
fiscal  year ended  April 30, 1999 and our six months  ended  October 31,  1999,
respectively.  As of  October  31,  1999,  we  had  an  accumulated  deficit  of
$4,398,397. There can be no assurance as to our future profitability.

We are dependent on revenues  from foreign  sources and are subject to the risks
of doing business abroad.

We derived approximately 67% and 90% of total revenues for the six month periods
ended  October  31,  1998 and 1999,  respectively,  from the  licensing  of TPII
software  products to customers  outside the United States,  primarily banks and
other financial  institutions located primarily in emerging countries and former
Eastern Bloc nations.  Foreign revenues  generally are subject to certain risks,
including collection of accounts receivable,  compliance with foreign regulatory
requirements,   variability   of  foreign   economic   conditions  and  changing
restrictions  imposed  by  United  States  export  laws.  To date,  all  foreign
customers have paid us in United States currency, but if future customers pay in
foreign currencies, we would be subject to fluctuations in exchange rates. There
can be no assurance that we will be able to continue to manage the risks related
to selling our services in foreign markets.

We are  dependent  on the  electronic  funds  transfer  and the bank  automation
markets.

Our IFS  subsidiary  derives its revenues  from sales for the  electronic  funds
market.  Therefore,  we are  susceptible to adverse  events in that market.  For
example,  a decrease in the number of electronic funds transfer  transactions by
the general  public or in spending by  financial  institutions  for software for
electronic  funds transfer and bank automation and related services could result
in a smaller  overall  market for  electronic  funds  transfer  software.  These
factors,  as well as others  negatively  affecting the electronic funds transfer
market,  could have a material  adverse  effect on our  financial  condition and
results of operations.

                                       5
<PAGE>

We may have a  possible  need for  additional  financing  and may not be able to
raise any required funds.

We believe that  anticipated  cash flow from  operations,  the proceeds from the
recent private placement  financing and the $600,000 line of credit available to
us will be  sufficient  to finance  our  working  capital  requirements  for the
foreseeable  future.  Our estimate is based upon our ability to obtain  revenues
from licensing agreements through our IFS subsidiary as currently projected.  We
may need additional  financing if these revenues are not received.  Moreover,  a
portion  of  TPII  software  contracts  are not  paid  until  acceptance  by the
customer.  As a result,  we are required to fund a portion of the costs of these
installations from available capital.  Any substantial increase in the number of
installations or delay in payment could create a need for additional  financing.
In these events,  there can be no assurance  that  additional  financing will be
available on terms acceptable to us or at all.

Our growth is dependent on expanding our customer base.

We receive additional  revenues from existing customers as a result of providing
ongoing  maintenance  services  in support  of  licensed  software.  We may also
receive  additional  revenues  for  enhancements  of the software  products.  We
generally will not receive  significant  license revenues in a subsequent period
from these customers.  Although we usually generate  significant repeat business
from our  customers,  we will  still be  required  to  continually  attract  new
customers  in order to increase  revenues in the  future.  As a result,  we will
incur  higher  marketing  expenses  generally  associated  with  attracting  new
customers  as  compared  to  marketing   expenses   associated  with  attracting
additional business from existing customers. Moreover, our inability to generate
additional  business  upon  completion of existing  contracts  would also have a
material adverse effect on our financial condition and results of operations.

We have had fluctuations in quarterly revenues and operating results.

Quarterly revenues and operating results have fluctuated and will fluctuate as a
result of a variety of factors.  Our IFS subsidiary  may experience  long delays
(i.e.,  between three to twelve  months)  before a customer  executes a software
licensing  agreement.  These  delays are  primarily  due to extended  periods of
software  evaluation,  contract review and the selection of the computer system.
In addition, following execution of the agreement, the preparation of functional
specifications,  customization  and  installation  of software  products and the
training by our subsidiary of the financial  institution's  personnel in the use
of the software  products take an average of six to twelve months.  Accordingly,
our  revenues may  fluctuate  dramatically  from one quarter to another,  making
quarterly comparisons extremely difficult and not necessarily  indicative of any
trend or pattern for the year as a whole. Additional factors effecting quarterly
results include the timing of revenue recognition of advance payments of license
fees,  the  timing of the  hiring or loss of  personnel,  capital  expenditures,
operating  expenses and other costs  relating to the  expansion  of  operations,
general economic conditions and acceptance and use of electronic funds transfer.

                                       6
<PAGE>

We must attract and retain key and technical personnel.

Our success depends on the retention of our principal executives including David
Hodge, Frank Pascuito,  John Singleton,  and Per Olof Ezelius, its President and
CEO,  Executive  Vice  President,  Chairman,  and  President  and CEO of our NCI
subsidiary,  respectively.  Most  of  our  key  executives  have  employment  or
consulting  agreements  with us. We believe that our future success also depends
on its ability to attract and retain  highly-skilled  technical,  managerial and
marketing personnel, including, in particular, additional personnel in the areas
of  research  and  development,   technical  support  and  project   management.
Competition for personnel is intense.  There can be no assurance that we will be
successful in attracting and retaining the personnel we require.

We may not be able to compete against our competitors, many of whom have greater
resources.

The development  and marketing of software for financial  institutions is highly
competitive.  Many of our competitors have greater  financial  resources than we
do. In addition,  many of the larger financial institutions have developed their
own systems  internally.  However, we believe our current products will continue
to be  competitive  based on cost and  technology.  TPII software  products face
strong  competition from proprietary  (legacy) and UNIX-based  software.  In the
smart card market, other financial  institutions and companies including certain
institutions and companies which have greater  resources than us, have developed
and are  developing  their own smart card  technology.  We are unable to predict
which technology, if any, will become the industry standard.

NCI has limited direct  competition  with most of its legacy  products as we are
unaware of any equivalent  products  offered by  competitors.  There are several
competitors  for NCI's other  products.  The NCI  Business  Centre (TM)  product
competes with major branch automation solution providers.

We may be adversely effected by technological change.

The market for software in general is characterized by rapid changes in computer
and software  technology and is highly  competitive with respect to the need for
timely product innovation and new product  introductions.  If, for example,  the
UNIX operating system were no longer a significant operating system, we would be
adversely  affected  if we could not adapt TPII  software  products  to whatever
operating system becomes dominant.  We believe that our future success, of which
there can be no assurance, depends upon its success in enhancing the performance
of its current TPII  software  products,  such as the ability for TPII to handle
higher volumes of card  transactions and the adaptation of its software products
to smart card technology,  and developing new software products that address the
increasingly complex needs of customers.

                                       7
<PAGE>

We are dependent on our proprietary technology.

We rely on a combination of trade secret and copyright laws,  non-disclosure and
other  contractual and technical  measures to protect our proprietary  rights in
our software  products.  There can be no assurance that these provisions will be
adequate to protect such proprietary  rights.  In addition,  the laws of certain
foreign countries do not protect intellectual property rights to the same extent
as the laws of the United  States.  Although  we believe  that our  intellectual
property  rights do not infringe upon the  proprietary  rights of third parties,
there can be no assurance that third parties will not assert infringement claims
against us.

Our market price may be effected by the issuance of shares pursuant to warrants,
options, and other rights.

As of this date, including our public warrants,  there were options and warrants
outstanding  to purchase  an  aggregate  of  5,057,851  shares of common  stock,
including debentures and other rights to acquire shares of our common stock with
exercise prices ranging from $.66 to $7.31 per share.  This does not include the
obligation  to  issue  shares  of  our  common  stock  pursuant  to  convertible
promissory  notes to four investors as part of a private  placement  transaction
which occurred in July 1999. IFS issued the convertible  promissory notes in the
amount of $1,075,000  which are convertible into 657,447 shares of common stock,
subject to adjustment  based on current  market prices.  In addition,  we may be
obligated  to issue a  substantial  number  of  shares  based  on the  financial
performance  of NCI  through  fiscal year 2001,  pursuant to an existing  merger
agreement.  The issuance of all these  shares could have an adverse  impact upon
the market price of our common stock.

                           FORWARD-LOOKING STATEMENTS

Some of the information in this  prospectus and in the information  incorporated
by  reference  contains  forward-looking  statements  within the  meaning of the
federal securities laws. These statements include, among others, the following:

     o    Those pertaining to the implementation of our growth strategy;
     o    Our projected capital expenditures; and
     o    The impact of Year 2000 on our information and other systems and those
          of our vendors, customers and other third parties.

                                       8
<PAGE>

Forward-looking  statements  typically  are  identified  by use of terms such as
"may," "will," "expect,"  "anticipate,"  "estimate," and similar words, although
some forward-looking  statements are expressed differently.  You should be aware
that our  actual  results  could  differ  materially  from  those  contained  in
forward-looking statements due to a number of factors including:

     o    general economic conditions;
     o    competitive market influences;
     o    the  development of the capacity to accommodate  additional and larger
          contracts;
     o    establishing  the  ability  of  TPII  software   products  to  process
          transactions for larger electronic funds transfer systems;
     o    continued  acceptance of our software products by a significant number
          of new customers;
     o    our continued relationship with computer manufacturers; and
     o    acceptance of NCI Business Centre (TM) by a significant  number of new
          customers.

You should also consider carefully the statements under "Risk Factors" and other
sections of this prospectus,  which address  additional factors that could cause
our  actual  results  to differ  from  those  set  forth in the  forward-looking
statements.

                                 USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares hereby.

                              SELLING STOCKHOLDERS

The shares of common stock offered in this  prospectus are being  registered for
re-offers and re-sales by selling stockholders of IFS who may acquire the shares
upon the exercise of options  granted  under the 1988 Stock  Option  Plan,  1996
Stock Option Plan, 1998 Stock Plan as well as the employment  agreement  between
IFS and Mr. Frank A. Pascuito.  The selling  stockholders may resell all or some
of the shares that they have or may acquire upon  exercise of options  under any
of the plans or, in the case of the 1998 Plan, the award of shares. They will be
eligible to sell those shares  whether or not they  presently have the intention
to do so. The table below  assumes that all of the shares being  offered will be
sold,  but we cannot assure you that the selling  shareholders  will sell all or
any of their shares.  The following  table contains  information  concerning the
beneficial ownership of our common stock by the selling stockholders as adjusted
for sales by each selling stockholder.

                                       9
<PAGE>

-----------------------  -------------  ------------  -----------  -------------
                          Number of       Number of    Number of
                            shares         shares      shares to
Selling Shareholder      beneficially    covered by    be owned    Percentage of
(and relationship)       owned prior        this       after the   class after
                         to offering     prospectus    offering    the offering

-----------------------  -------------  ------------  -----------  -------------
C. Rex Welton                78,500          20,000         58,500        1.52 %
Arnold Wells                 50,500          50,000            500        0.01 %
Carmen Pascuito              31,992          31,992              0        0.00 %
Frank Pascuito              512,921         371,490        141,431        3.68 %
DuWayne Peterson             72,700          40,000         32,700        0.85 %
David L. Hodge              380,000         370,000         10,000        0.26 %
Simon J. Theobald           235,020         235,000             20        0.00 %
John P. Singleton           222,100         160,000         62,100        1.61 %
Per Olof Ezelius          1,113,719          43,000      1,070,719       27.84 %
Jerry Cwiklik (1)             1,633           1,633              0        0.00 %
Jerry Tishkoff (1)           10,000          10,000              0        0.00 %
Other (1) (2)                 1,529           1,529              0        0.00 %
======================= =============== ============== ============= ===========
          TOTALS:         2,710,614       1,334,644      1,375,970       35.77 %
======================= =============== ============== ============= ===========

(1)  Above table does not include  any shares  that may have been  purchased  or
     sold on the open market.  Information  shown in above table  includes  only
     information available to IFS.

(2)  Includes certain unnamed non-affiliates,  each of whom may sell up to 1,000
     shares, and who may use the reoffer prospectus for reoffers and resales.

The above assumes all of the shares subject to options will be acquired and will
be sold.  Because the  selling  stockholders  may sell all,  some or none of the
shares  that it holds,  the  actual  number  of shares  that will be sold by the
selling stockholders upon or prior to termination of this offering may vary. The
selling stockholders may have sold,  transferred or otherwise disposed of all or
a portion of their shares since the date on which they provided the  information
regarding  their  common  stock in  transactions  exempt  from the  registration
requirements  of the  Securities  Act.  Additional  information  concerning  the
selling  stockholders  may  be  set  forth  from  time  to  time  in  prospectus
supplements to this prospectus.

                                       10
<PAGE>

Mr. Ezelius may receive  additional  contingent  shares in future years based on
the financial  performance  of NCI through fiscal year 2001 pursuant to the plan
and merger agreement.


                              PLAN OF DISTRIBUTION

Sale of the shares may be made from time to time by the selling stockholders, or
subject to applicable  law, by pledgees,  donees,  distributees,  transferees or
other successors in interest. These sales may be made:

     o    on the over-the-counter market
     o    on foreign securities exchange
     o    in privately negotiated transactions or otherwise
     o    in a combination of transactions at prices and terms then prevailing
     o    at prices related to the then current market price
     o    at privately negotiated prices

In  addition,  any shares  covered by this  prospectus  which  qualify  for sale
pursuant  to  Section  4(1)  of the  Securities  Act  or  Rule  144  promulgated
thereunder  may be sold under  such  provisions  rather  than  pursuant  to this
Prospectus.  Without limiting the generality of the foregoing, the shares may be
sold in one or more of the following types of transactions.

     o    A block trade in which the  broker-dealer  so engaged  will attempt to
          sell the shares as agent but may  position and resell a portion of the
          block as principal to facilitate the transaction purchases by a broker
          or dealer as  principal  and  resale by such  broker or dealer for its
          account pursuant to this Prospectus;
     o    an  exchange  distribution  in  accordance  with  the  rules  of  such
          exchange;
     o    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers; and
     o    face to face  transactions  between  sellers and purchasers  without a
          broker dealer.  In effecting sales,  brokers or dealers engaged by the
          selling  stockholders  may  arrange  for other  brokers  or dealers to
          participate in the resales.

                                       11
<PAGE>

In connection with such  transactions,  broker-dealers may engage in short sales
of the shares  registered  hereunder in the course of hedging the positions they
assume with the selling  stockholders.  The selling  stockholders  may also sell
shares  short and  deliver  the  shares to close out such short  positions.  The
selling  stockholders  may also enter  into  option or other  transactions  with
broker  dealers  which require the delivery to the  broker-dealer  of the shares
registered  hereunder,  which the  broker-dealer  may  resell  pursuant  to this
prospectus.  The  selling  stockholders  may also  pledge the shares  registered
hereunder  to a broker or dealer  and upon a  default,  the broker or dealer may
effect sales of the pledged shares pursuant to this prospectus.

Brokers,  dealers or agents may receive compensation in the form of commissions,
discounts  or  concessions  from  the  selling  stockholders  in  amounts  to be
negotiated in connection  with the sale.  These brokers or dealers and any other
participating  brokers or dealers may be deemed to be "underwriters"  within the
meaning  of the  Securities  Act in  connection  with  such  sales  and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.

Information  as to  whether  underwriters  who may be  selected  by the  selling
stockholders,  or any other  broker-dealer,  is acting as principal or agent for
the selling  stockholders,  the  compensation to be received by underwriters who
may be selected by the selling  stockholders,  or any  broker-dealer,  acting as
principal  or agent for the  selling  stockholders  and the  compensation  to be
received by other  broker-dealers,  in the event the  compensation of such other
broker-dealers  is in excess of usual and  customary  commissions,  will, to the
extent required, be set forth in a supplement to this prospectus.  Any dealer or
broker  participating  in any  distribution  of the  shares may be  required  to
deliver a copy of this prospectus, including a prospectus supplement, if any, to
any  person who  purchasers  any of the shares  from or through  such  dealer or
broker.

We have advised the selling  stockholders  that if at any time, they are engaged
in a  distribution  of the shares they are required to comply with  Regulation M
promulgated  under the Exchange Act. The selling  shareholders have acknowledged
such  advice by  separate  agreement  and  agree  therein  to  comply  with such
regulation.  In general,  Regulation M precludes the selling  stockholders,  any
affiliated  purchasers and any broker-dealer or other person who participates in
such  distribution  from bidding for or  purchasing  or attempting to induce any
person  to bid  for or  purchase  any  security  which  is  the  subject  of the
distribution  until the entire  distribution is complete.  A  "distribution"  is
defined in the rules as an offering of  securities  that is  distinguished  from
ordinary  trading  activities  and depends on the "magnitude of the offering and
the presence of special selling efforts and selling methods".  Regulation M also
prohibits  any  bids or  purchases  made in order to  stabilize  the  price of a
security in connection with the distribution of that security.

                                       12
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE 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.

         Article NINTH of the Certificate of Incorporation of IFS  International
Holdings,  Inc. ("Registrant") provides that no director shall have any personal
liability to Registrant or its  stockholders  for monetary damages for breach of
fiduciary  duty as a  director,  except  with  respect  to (1) a  breach  of the
director's  duty of  loyalty  to  Registrant  or its  stockholders,  (2) acts or
omissions  not in good faith which involve  intentional  misconduct or a knowing
violation  of law,  (3)  liability  under  Section 174 of the  Delaware  General
Corporation Law or (4) a transaction from which the director derived an improper
personal  benefit.   Article  TENTH  of  the  Certificate  of  Incorporation  of
Registrant  provides that  Registrant  shall  indemnify,  to the fullest  extent
permitted by Section 145 of the  Delaware  General  Corporation  Law, as amended
from time to time,  any and all  persons  whom it shall have power to  indemnify
under such section.

Item 7. Exemption from Registration Claimed
         Not applicable

Item 8. Exhibits
         See Exhibit Index below

Item 9. Undertakings.

         The undersigned Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
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.

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

                                       13
<PAGE>

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities  Act, each filing of the Company's  annual report pursuant to Section
13(a) or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  that is
incorporated by reference in the Registration Statement, shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of IFS
pursuant to Item 6 of Part II of the Registration Statement,  or otherwise,  IFS
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by IFS of expenses incurred or
paid by a  director,  officer  or  controlling  person of IFS 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,  IFS
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                       14
<PAGE>

                                   SIGNATURES

         In accordance with 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 of filing on Form S-3 and has duly caused this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in the City of Troy, State of New York, on December 22, 1999.

                                IFS INTERNATIONAL HOLDINGS, INC.

                                By: __/s/ David L. Hodge______
                                          David L. Hodge
                                President and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Frank A. Pascuito and David L. Hodge, and
each of them,  with full power to act  without  the  other,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name,  place and stead, in any and all capacities to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and the documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.


Signature              Title                                   Date
___________________    ______________________________________  _________________



                       President and Chief Executive Officer,
/s/ David L. Hodge     Director (Principal Executive Officer)  December 22, 1999
-------------------
David L. Hodge



/s/ John P. Singleton  Chairman of the Board, Director         December 22, 1999
---------------------
John P. Singleton


                       Executive Vice President, Director,
/s/ Frank A. Pascuito  Founder                                 December 22, 1999
---------------------
Frank A Pascuito
<PAGE>



/s/ Simon J. Theobald  Chief Operating Officer, Director       December 22, 1999
---------------------
Simon J. Theobald



/s/ Carmen A. Pascuito Secretary and Controller                December 22, 1999
----------------------
Carmen A Pascuito



___________________    Director                                December 22, 1999
Per Olof Ezelius



/s/ DuWayne J. Peterson Director                               December 22, 1999
-----------------------
DuWayne J. Peterson



/s/ Per Olof Ezelius   Director                                December 22, 1999
--------------------
C. Rex Welton

<PAGE>

         EXHIBIT INDEX


Exhibit No.       Description of Exhibit

     3.1  Certificate of Incorporation and amendments thereto of the Company (1)

     3.2  By-laws, as amended, of the Company (1)

     4.1  Certificate of Designation of the Series A Convertible preferred stock
          (2)

     4.1b Certificate of Amendment of Certificate of Designation of the Series A
          Convertible preferred stock (5)

     4.3  Form of certificate evidencing Warrants (1)

     4.4  Form of certificate evidencing shares of common stock (1)

     4.5  Warrant Agreement between the Company and the Underwriter (2)

     4.6  Form of Warrant  Agreement  between  the Company  and  American  Stock
          Transfer and Trust Company, as Warrant agent (1)

     4.7  Debenture  Investment  Agreement,  dated  July 6,  1989,  between  the
          Company and New York State  Science  and  Technology  Foundation,  and
          amendments thereto (1)

     4.8  Loan Agreement,  dated January 11, 1989, between the Company and North
          Greenbush Industrial Development Agency and amendments thereto (1)

     4.9  Warrant Agreement, dated November 6, 1998, between the Company and MDB
          Capital Group LLC. (7)

     4.10 Investment  Banking  Agreement,  dated  November 6, 1998,  between the
          Company and MDB Capital Group LLC. (7)

     4.11 Form of Convertible  Promissory Note  Agreements,  dated July 6, 1999,
          between the Company and Gilston  Corporation,  Ltd.,  Manchester Asset
          Management, Ltd., Headwaters Capital, and Colbrooke Capital. (7)

     4.12 Form of Warrant  Agreements,  dated July 6, 1999,  between the Company
          and Gilston  Corporation,  Ltd.,  Manchester Asset  Management,  Ltd.,
          Headwaters Capital, and Colbrooke Capital. (7)

     4.13 Registration Rights Agreement, dated July 2, 1999, between the Company
          and Gilston Corporation,  Ltd., Manchester Asset Management, Ltd., and
          Headwaters Capital. (7)

     4.14 Note And Warrant Purchase  Agreement,  dated July 2, 1999, between the
          Company and Gilston  Corporation,  Ltd.,  Manchester Asset Management,
          Ltd., and Headwaters Capital. (7)

     4.15 Market Access Program Marketing Agreement, dated as of April 29, 1999,
          between the Company and Continental Capital & Equity Corporation. (7)
<PAGE>

     5.1  Opinion of Parker Duryee Rosoff & Haft A Professional Corporation

     10.1 * 1998 Stock Plan (5)

     10.2 * 1996 Stock Option Plan (1)

     10.3 * 1988 Stock Option Plan (1)

     10.4 Lease  Agreement,  dated  October  1, 1986  between  the  Company  and
          Rensselaer  Polytechnic  Institute and amendments  thereto (the "Lease
          Agreement") (1)

     10.5 Addendum A to the Lease Agreement, dated January 7, 1997. (1)

     10.6 Digital Prime Contracting  Agreement,  dated June 6, 1994, between the
          Company and Digital Equipment International BV (1)

     10.7 Software  Development  and  License  Agreement,  dated  July 8,  1996,
          between the Company and Visa International Service Association (1)

     10.8 * Employment  Agreement,  dated as of May 12, 1998 between the Company
          and David L. Hodge. (6)

     10.8b*  Amendment  to  Employment  Agreement,  dated as of January 22, 1999
          between the Company and David L. Hodge. (7)

     10.9 * Employment Agreement,  dated as of May 12, 1998, between the Company
          and Frank A. Pascuito. (6)

     10.9b* Amendment  to  Employment  Agreement,  dated as of January 22, 1999,
          between the Company and Frank A. Pascuito. (7)

     10.10* Employment Agreement,  dated as of May 12, 1998, between the Company
          and Simon J. Theobald. (2)

     10.10b* Amendment to  Employment  Agreement,  dated as of January 22, 1999,
          between the Company and Simon J. Theobald. (7)

     10.11*Extension  Agreement,  dated as of May 12,  1998  between the Company
          and Per Olof Ezelius. (6)

     10.12Purchase and Sale  Agreement,  dated as of December 17, 1996,  between
          the Company and Trustco Bank, National Association. (1)

     10.13Form of  Consulting  and  Investment  Banking  Agreement  between  the
          Company and the Underwriter. (1)

     10.14Promissory  Note,  dated March 14,  1997,  between the Company and Key
          Bank of New York. (3)

     10.15*Consulting  agreement,  dated April 9, 1997,  between the Company and
          Jerald Tishkoff. (6)
<PAGE>

     10.16Plan and Merger Agreement,  dated as of January 30, 1998,  between the
          Company and NCI Holdings, Inc. (4)

     10.17Amended and Restated  Note,  dated as of April 15,  1999,  between the
          Company and Hudson River Bank and Trust Company. (7)

     10.18Amended and Restated  Note,  dated as of April 15,  1999,  between the
          Company and Hudson River Bank and Trust Company. (7)

     10.19Note And Mortgage  Consolidation,  Modification,  Spreader,  Extension
          And  Security  Agreement,  dated as of April  15,  1999,  between  the
          Company, the Town of North Greenbush Industrial Development Agency and
          New York Business Development Corporation. (7)

     10.20Note And Mortgage  Consolidation,  Modification,  Spreader,  Extension
          And  Security  Agreement,  dated as of April  15,  1999,  between  the
          Company, the Town of North Greenbush Industrial Development Agency and
          New York Business Development Corporation. (7)

     10.21Mortgage And Security  Agreement,  dated as of April 15, 1999, between
          the Company, the Town of North Greenbush Industrial Development Agency
          and New York Business Development Corporation. (7)

     10.22Mortgage  Note,  dated as of April 15,  1999,  between the Company and
          New York Business Development Corporation. (7)

     10.23Amended  And  Restated  Mortgage  Note,  dated as of April  15,  1999,
          between the Company New York Business Development Corporation. (7)

     10.24General Security  Agreement,  dated as of April 15, 1999,  between the
          Company and Hudson River Bank and Trust Company. (7)

     21.1 Subsidiaries of the Company (1)

     23.1 Consent of Urbach Kahn & Werlin P.C.

     23.2 Consent of Parker Duryee Rosoff & Haft (included in Exhibit 5.1)

     *    Management contract or compensatory plan or arrangement.

     1    Denotes  document  filed as an exhibit to the  Company's  Registration
          Statement on Form SB-2 (File No. 333-11653) and incorporated herein by
          reference.

     2    Denotes document filed as an exhibit to the Company's Quarterly Report
          on  Form  10-  QSB  for  the  quarter   ended  January  31,  1997  and
          incorporated herein by reference.

     3    Denotes document filed as an exhibit to the Company's  Current Report,
          dated March 14, 1997 and incorporated herein by reference.

     4    Denotes document filed as an exhibit to the Company's  Current Report,
          dated January 30, 1998 and incorporated herein by reference.
<PAGE>

     5    Denotes document filed as an exhibit to the Company's Proxy Statement,
          dated February 1, 1999 and incorporated herein by reference.

     6    Denotes  document filed as an exhibit to the Company's  Annual Report,
          dated April 30, 1998 and incorporated herein by reference.

     7    Denotes  documents filed as an exhibit to the Company's  annual report
          on Form  10-KSB,  for the year ended April 30,  1999 and  incorporated
          herein by reference.

<PAGE>

--------------------------------------------------------------------------------










         IFS INTERNATIONAL HOLDINGS, INC.

                  1,334,644 Shares

                  common stock







                  ------------

                   PROSPECTUS
                  ------------



                  December 22, 1999
--------------------------------------------------------------------------------

You should rely only on the information contained in this prospectus. No dealer,
salesperson  or other  person  is  authorized  to give  information  that is not
contained in this prospectus.  This prospectus is not an offer to sell nor is it
seeking an offer to buy these securities in any jurisdiction  where the offer or
sale is not permitted.  The information  contained in this prospectus is correct
only as of the date of this  prospectus,  regardless of the time of the delivery
of this prospectus or any sale of these securities.
[{"type": "S-8", "sequence": "1", "description": "2,507,779 SHARES COMMON STOCK", "secsgml_size_bytes": 57424}]
{"company-data": {"conformed-name": "IFS INTERNATIONAL HOLDINGS INC", "cik": "0000808310", "assigned-sic": "7373", "irs-number": "133393646", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93433", "film-number": "99779264"}, "business-address": {"street1": "300 JORDAN ROAD", "street2": "RENSSELAER TECHNOLOGY PK", "city": "TROY", "state": "NY", "zip": "12180", "phone": "5182837900"}, "mail-address": {"street1": "300 JORDAN ROAD", "street2": "RENSSELAER TECHNOLOGY PARK", "city": "TROY", "state": "NY", "zip": "12180"}, "former-company": [{"former-conformed-name": "IFS INTERNATIONAL INC/DE", "date-changed": "19990322"}, {"former-conformed-name": "IFS HOLDINGS INC", "date-changed": "19990317"}, {"former-conformed-name": "IFS INTERNATIONAL INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on December 22, 1999
                                  File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 --------------

                        IFS INTERNATIONAL HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                           13-3393646
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification Number)

                           Rensselaer Technology Park
                                 300 Jordan Road
                              Troy, New York 12180
                                 (518) 283-7900
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                     DAVID L. HODGE, Chief Executive Officer
                           Rensselaer Technology Park
                                 300 Jordan Road
                              Troy, New York 12180
                                 (518) 283-7900
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                  ------------
                                   Copies to:
                           MICHAEL D. DIGIOVANNA, ESQ.
                           PARKER DURYEE ROSOFF & HAFT
                                529 Fifth Avenue
                          New York, New York 10017-4608
                                 (212) 599-0500

Approximate  date of proposed  sale to the  public:  From time to time after the
effective date of this Registration Statement.
If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE

                                                 Proposed Maximum      Proposed Maximum
   Title of Each Class of        Amount to be     Offering Price      Aggregate Offering         Amount of
 Securities to be Registered      Registered       Per Share(1)            Price(1)          Registration Fee
---------------------------- ----------------- ------------------- ------------------------ ------------------
common stock, par value
$.001 per share                     2,507,779             $2.38                5,968,515             $1,576.00

Total Registration Fee                                                                               $1,576.00
------------------------------ -------------------- ------------------- ------------------------ ------------------
------------------------------ -------------------- ------------------- ------------------------ ------------------
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(c)  based upon the  average of the low bid and high asked
prices of the common stock on The Nasdaq SmallCap Market on December 17, 1999.

(2)  Pursuant to Rule  416(a),  the  Registration  Statement  also relates to an
indeterminate  number of additional  shares of IFS' common stock,  issuable upon
the exercise of options pursuant to anti-dilution  provisions contained therein,
which shares of common stock are registered hereunder.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s)  containing the information specified in Part I of Form S-8 will
be sent or  given to  specified  employees  pursuant  to Rule  428(b)(1)  of the
Securities Act of 1933 (the  "Securities  Act"). The documents and the documents
incorporated by reference in this  Registration  Statement  pursuant to Item 3of
Part  II  below,  taken  together,   constitute  a  prospectus  that  meets  the
requirements of Section 10(a) of the Securities Act.

The  selling  stockholders  may acquire  their  shares  through the  exercise of
options  granted to them in connection  with IFS  International  Holdings Inc.'s
1988 Stock Option Plan,  1996 Stock Option Plan and 1998 Stock Plan.  Options to
purchase up to a maximum of 332,779  shares may be awarded under IFS' 1988 Stock
Option Plan.  Options to purchase  300,000  shares may be issued under IFS' 1996
Stock Option Plan. A maximum of 1,800,000  shares may be awarded under IFS' 1998
Stock Plan pursuant to stock awards or options to purchase stock.  Also,  75,000
shares are issuable pursuant to an option granted under an employment  agreement
dated May 12,  1998,  to Mr.  Frank A.  Pascuito,  a director of IFS. A total of
2,507,779  shares are  issuable in  accordance  with grants made or which may be
made to date under these plans and are covered by this  registration  statement.
Including  grants  which have not yet been made,  1,173,135  shares  issuable to
employees  and non  affiliates  of IFS  under  the  plans  may be sold  upon the
effectiveness of this  registration  statement on Form S-8, without reference to
the reoffer prospectus described below.

Under cover of this Form S-8 is a reoffer prospectus prepared in accordance with
Part I of Form S-3 under the  Securities  Act.  The  reoffer  prospectus  may be
utilized for reoffering and resales of up to 1,334,644 shares of common stock.
REOFFER PROSPECTUS

sewtad
 1,334,644 SHARES

                        IFS INTERNATIONAL HOLDINGS, INC.

                     common stock, par value $.001 per share

                                 --------------

This reoffer prospectus relates to the offer and sale of 1,334,644 shares of the
common  stock,  par  value  $.001  per  share,  of  IFS  International  Holdings
Inc.("IFS").  Any or all of the  selling  shareholders  named  in  this  reoffer
prospectus  may offer these shares from time to time for their own benefit.  The
selling  shareholders may acquire their shares through the of options granted to
them in connection  with IFS' 1988 Stock Option Plan,  1996 Stock Option Pan and
1998 Stock Plan.  Options to  purchase up to a maximum of 332,779  shares may be
awarded under IFS' 1998 Stock Option Plan.  Options to purchase  300,000  shares
may be issued under IFS' 1996 Stock  Option Plan. A maximum of 1,800,000  shares
may be awarded under IFS' 1998 Stock Plan pursuant to stock awards or options to
purchase stock.  Also,  75,000 shares are issuable pursuant to an option granted
under an employment  agreement  dated May 12, 1998, to Mr. Frank A. Pascuito,  a
director of IFS. A total of  1,842,797  shares are issuable in  accordance  with
grants made to date under these  plans.  Options to purchase  the balance of the
shares  available under these plans have not yet been granted.  Including grants
which  have not yet been  made,  1,173,135  shares  issuable  to  employees  and
non-affiliates  of IFS are covered by the registration  statement on Form S-8 of
which this reoffer prospectus is a part,  although those shares are not required
to be  included  in this  reoffer  prospectus.  IFS will  receive no part of the
proceeds from the sale of the shares by the selling stockholders.  IFS will bear
all the expenses of this registration statement.

         Investing in our common stock is risky. See "Risk Factors" on page 5.

         Our common  stock is traded on the  Nasdaq  SmallCap  Market  under the
symbol  "IFSH".  The closing bid price of our common  stock on December 17, 1999
was $2.38.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this Prospectus is December 22, 1999
TABLE OF CONTENTS

                                                                            Page

WHERE YOU CAN FIND MORE INFORMATION............................................2
INTRODUCTION...................................................................3
RECENT DEVELOPMENTS............................................................4
RISK FACTORS...................................................................5
         We have incurred operating losses and may incur these
           losses in the future................................................5
         We are dependent on revenues from foreign sources and
           are subject to the risks of doing business abroad...................5
         We are dependent on the electronic funds transfer and
           the bank automation markets.........................................5
         We may have a possible need for additional financing
           and may not be able to raise any required funds.....................6
         Our growth is dependent on expanding our customer base................6
         We have had fluctuations in quarterly revenues and
           operating results...................................................6
         We must attract and retain key and technical personnel................7
         We may not be able to compete against our competitors,
           many of whom have greater resources.................................7
         We may be adversely effected by technological change..................7
         We are dependent on our proprietary technology........................8
         Our market price may be effected by the issuance of
           shares pursuant to warrants, options, and other rights..............8
FORWARD-LOOKING STATEMENTS.....................................................8
USE OF PROCEEDS................................................................9
SELLING STOCKHOLDERS...........................................................9
PLAN OF DISTRIBUTION..........................................................11
WHERE YOU CAN FIND MORE INFORMATION

IFS has  filed a  registration  statement  on Form S-3 with the  Securities  and
Exchange Commission in connection with this offering. In addition, the IFS files
annual,  quarterly and current reports,  proxy statements and other  information
with  the  Securities  and  Exchange  Commission.  You may  read  and  copy  the
registration  statement and any other  documents  filed by IFS at the Securities
and Exchange  Commission's  Public  Reference  Room at 450 Fifth  Street,  N.W.,
Washington,  D.C. 20549.  Please call the Securities and Exchange  Commission at
1-800-SEC-0330  for  further  information  on the Public  Reference  Room.  IFS'
Securities and Exchange  Commission  filings are also available to the public at
the Securities and Exchange Commission's  Internet site at  "http//www.sec.gov."
In addition,  reports, proxy statements and other information concerning IFS may
be inspected at the offices of the Nasdaq SmallCap Market, 1735 K Street,  N.W.,
Washington, D.C. 20549, on which the common stock is quoted.

This prospectus is part of the  registration  statement and does not contain all
of the information included in the registration statement.  Whenever a reference
is made in this  prospectus  to any  contract  or  other  document  of IFS,  the
reference  may not be complete and you should  refer to the exhibits  that are a
part of the registration statement for a copy of the contract or document.

The Securities and Exchange  Commission  allows us to "incorporate by reference"
into this  prospectus  the  information we file with it, which means that we can
disclose  important  information  to you by  referring  you to those  documents.
Information  incorporated  by  reference  is  part  of  this  prospectus.  Later
information  filed with the Securities and Exchange  Commission  will update and
supersede this information.

IFS  incorporates by reference the documents  listed below and any future filing
made with the Securities and Exchange Commission under Sections 13(a), 13(c), 14
or  15(d)  of the  Securities  Exchange  Act of  1934  until  this  offering  is
completed:

               Annual Report on Form 10-KSB for fiscal year 1999.
      Quarterly Report on Form 10-QSB for quarter ended October 31, 1999.

     You may request a copy of these  filings,  at no cost,  by  contacting  the
Company at:

                        IFS International Holdings, Inc.
                           Rensselaer Technology Park
                                 300 Jordan Road
                              Troy, New York 12180
                             Attn.: Carmen Pascuito
                              Tel. No. 518-283-7900

                                        2
INTRODUCTION

General

We are a Delaware corporation,  engaged in the business of developing, marketing
and  supporting  software  products  for  electronic  funds  transfer and retail
banking  markets.  These  markets  are  served  through  our  two  wholly  owned
subsidiaries,  IFS  International,  Inc.,  a New York  corporation  and  Network
Controls International, Inc., a North Carolina corporation.

Our IFS subsidiary derives revenues principally from the licensing of its family
of software products.

Our IFS subsidiary's family of software products,  marketed under the name TPII,
serves as a  UNIX-based  manager  for  electronic  funds  transfer  systems.  An
electronic  funds  transfer  system  of a bank or  other  financial  institution
permits the processing of  transactions  involving  credit cards and debit cards
e.g.,  ATM cards.  TPII  software  products are  compatible  with a  significant
portion of the industry  standard  computer  platforms,  are designed to operate
with computers utilizing the UNIX operating system, are written in C programming
language  and  incorporate  Oracle  relational  database  technology  and object
oriented  design  concepts.  TPII software is offered in separate  modules which
perform different functions.

The  TPII   software   products  are   typically   installed  at  the  financial
institution's  main  processing  facility.  TPII  software  products  have  been
primarily  installed in  electronic  funds  transfer  systems of banks and other
financial  institutions  located in emerging  countries and former  Eastern Bloc
nations.

TPII software is also capable of managing electronic funds transfer systems that
involve the  "loading" of value on smart  cards.  A smart card is a plastic card
with an  electronic  chip that acts as a small  computer  which can  enable  the
holder to "load" a fixed amount of  purchasing  power or cash  equivalent on the
card  as  authorized.  Our  IFS  subsidiary  has  developed  software  for  Visa
International Service Association. Since the first calendar quarter of 1997, our
IFS  subsidiary  completed,  on  behalf  of Visa,  several  pilot  programs  and
subsequently  entered into several license and maintenance  agreements for these
sites.

Our NCI subsidiary  provides bank  teller/platform  and networking  solutions to
large financial institutions and major suppliers of branch automation equipment.
NCI is currently  developing a new product line,  NCI Business  Centre (TM). NCI
Business Centre (TM) will be a server-centric and enterprise-wide retail banking
solution  which will  automate  delivery  channels,  such as  teller,  platform,
internet  banking,  call center and kiosks.  NCI  Business  Centre (TM) will use
Windows  NT,  browsers  and  TCP/IP  protocol   technologies   for  delivery  of
functionality  over  Intranet and Internet  networks.  NCI is  headquartered  in
Charlotte,  North  Carolina and has  overseas  subsidiaries  and branch  offices
marketing its products and services internationally.

                                       3
We provide our customers with maintenance services for its software products for
a separate  fee.  We also  offer  other  support  services,  such as  additional
training  of  customer  personnel,   project  management  and  consulting,   for
additional consideration.

We were  incorporated  in Delaware  in  September  1986 under the name  Wellsway
Ventures,  Inc. ("WWV").  WWV subsequently changed its name to IFS International
Holdings,  Inc. Our principal offices are located at Rensselaer Technology Park,
300  Jordan  Road,  Troy,  New York  12180  and our  telephone  number  is (518)
283-7900.

                               RECENT DEVELOPMENTS

In  October,  1999 we issued  1,051,716  shares of our common  stock to Per Olof
Ezelius,  one of our directors and president of our NCI  subsidiary.  The shares
were issued as additional contingent  consideration pursuant to the terms of the
plan and merger  agreement  dated  January  30,  1998.  Mr.  Ezelius may receive
additional  contingent shares in future years based on the financial performance
of NCI through fiscal year 2001 pursuant to the plan and merger agreement.

                                       4
RISK FACTORS

Each prospective  investor should carefully consider the following risk factors,
as well as all other information set forth elsewhere in this prospectus.

We have incurred operating losses and may incur these losses in the future.

We  incurred a net loss of  $703,907  and had a net income of  $185,289  for our
fiscal  year ended  April 30, 1999 and our six months  ended  October 31,  1999,
respectively.  As of  October  31,  1999,  we  had  an  accumulated  deficit  of
$4,398,397. There can be no assurance as to our future profitability.

We are dependent on revenues  from foreign  sources and are subject to the risks
of doing business abroad.

We derived approximately 67% and 90% of total revenues for the six month periods
ended  October  31,  1998 and 1999,  respectively,  from the  licensing  of TPII
software  products to customers  outside the United States,  primarily banks and
other financial  institutions located primarily in emerging countries and former
Eastern Bloc nations.  Foreign revenues  generally are subject to certain risks,
including collection of accounts receivable,  compliance with foreign regulatory
requirements,   variability   of  foreign   economic   conditions  and  changing
restrictions  imposed  by  United  States  export  laws.  To date,  all  foreign
customers have paid us in United States currency, but if future customers pay in
foreign currencies, we would be subject to fluctuations in exchange rates. There
can be no assurance that we will be able to continue to manage the risks related
to selling our services in foreign markets.

We are  dependent  on the  electronic  funds  transfer  and the bank  automation
markets.

Our IFS  subsidiary  derives its revenues  from sales for the  electronic  funds
market.  Therefore,  we are  susceptible to adverse  events in that market.  For
example,  a decrease in the number of electronic funds transfer  transactions by
the general  public or in spending by  financial  institutions  for software for
electronic  funds transfer and bank automation and related services could result
in a smaller  overall  market for  electronic  funds  transfer  software.  These
factors,  as well as others  negatively  affecting the electronic funds transfer
market,  could have a material  adverse  effect on our  financial  condition and
results of operations.

                                       5
We may have a  possible  need for  additional  financing  and may not be able to
raise any required funds.

We believe that  anticipated  cash flow from  operations,  the proceeds from the
recent private placement  financing and the $600,000 line of credit available to
us will be  sufficient  to finance  our  working  capital  requirements  for the
foreseeable  future.  Our estimate is based upon our ability to obtain  revenues
from licensing agreements through our IFS subsidiary as currently projected.  We
may need additional  financing if these revenues are not received.  Moreover,  a
portion  of  TPII  software  contracts  are not  paid  until  acceptance  by the
customer.  As a result,  we are required to fund a portion of the costs of these
installations from available capital.  Any substantial increase in the number of
installations or delay in payment could create a need for additional  financing.
In these events,  there can be no assurance  that  additional  financing will be
available on terms acceptable to us or at all.

Our growth is dependent on expanding our customer base.

We receive additional  revenues from existing customers as a result of providing
ongoing  maintenance  services  in support  of  licensed  software.  We may also
receive  additional  revenues  for  enhancements  of the software  products.  We
generally will not receive  significant  license revenues in a subsequent period
from these customers.  Although we usually generate  significant repeat business
from our  customers,  we will  still be  required  to  continually  attract  new
customers  in order to increase  revenues in the  future.  As a result,  we will
incur  higher  marketing  expenses  generally  associated  with  attracting  new
customers  as  compared  to  marketing   expenses   associated  with  attracting
additional business from existing customers. Moreover, our inability to generate
additional  business  upon  completion of existing  contracts  would also have a
material adverse effect on our financial condition and results of operations.

We have had fluctuations in quarterly revenues and operating results.

Quarterly revenues and operating results have fluctuated and will fluctuate as a
result of a variety of factors.  Our IFS subsidiary  may experience  long delays
(i.e.,  between three to twelve  months)  before a customer  executes a software
licensing  agreement.  These  delays are  primarily  due to extended  periods of
software  evaluation,  contract review and the selection of the computer system.
In addition, following execution of the agreement, the preparation of functional
specifications,  customization  and  installation  of software  products and the
training by our subsidiary of the financial  institution's  personnel in the use
of the software  products take an average of six to twelve months.  Accordingly,
our  revenues may  fluctuate  dramatically  from one quarter to another,  making
quarterly comparisons extremely difficult and not necessarily  indicative of any
trend or pattern for the year as a whole. Additional factors effecting quarterly
results include the timing of revenue recognition of advance payments of license
fees,  the  timing of the  hiring or loss of  personnel,  capital  expenditures,
operating  expenses and other costs  relating to the  expansion  of  operations,
general economic conditions and acceptance and use of electronic funds transfer.

                                       6
We must attract and retain key and technical personnel.

Our success depends on the retention of our principal executives including David
Hodge, Frank Pascuito,  John Singleton,  and Per Olof Ezelius, its President and
CEO,  Executive  Vice  President,  Chairman,  and  President  and CEO of our NCI
subsidiary,  respectively.  Most  of  our  key  executives  have  employment  or
consulting  agreements  with us. We believe that our future success also depends
on its ability to attract and retain  highly-skilled  technical,  managerial and
marketing personnel, including, in particular, additional personnel in the areas
of  research  and  development,   technical  support  and  project   management.
Competition for personnel is intense.  There can be no assurance that we will be
successful in attracting and retaining the personnel we require.

We may not be able to compete against our competitors, many of whom have greater
resources.

The development  and marketing of software for financial  institutions is highly
competitive.  Many of our competitors have greater  financial  resources than we
do. In addition,  many of the larger financial institutions have developed their
own systems  internally.  However, we believe our current products will continue
to be  competitive  based on cost and  technology.  TPII software  products face
strong  competition from proprietary  (legacy) and UNIX-based  software.  In the
smart card market, other financial  institutions and companies including certain
institutions and companies which have greater  resources than us, have developed
and are  developing  their own smart card  technology.  We are unable to predict
which technology, if any, will become the industry standard.

NCI has limited direct  competition  with most of its legacy  products as we are
unaware of any equivalent  products  offered by  competitors.  There are several
competitors  for NCI's other  products.  The NCI  Business  Centre (TM)  product
competes with major branch automation solution providers.

We may be adversely effected by technological change.

The market for software in general is characterized by rapid changes in computer
and software  technology and is highly  competitive with respect to the need for
timely product innovation and new product  introductions.  If, for example,  the
UNIX operating system were no longer a significant operating system, we would be
adversely  affected  if we could not adapt TPII  software  products  to whatever
operating system becomes dominant.  We believe that our future success, of which
there can be no assurance, depends upon its success in enhancing the performance
of its current TPII  software  products,  such as the ability for TPII to handle
higher volumes of card  transactions and the adaptation of its software products
to smart card technology,  and developing new software products that address the
increasingly complex needs of customers.

                                       7
We are dependent on our proprietary technology.

We rely on a combination of trade secret and copyright laws,  non-disclosure and
other  contractual and technical  measures to protect our proprietary  rights in
our software  products.  There can be no assurance that these provisions will be
adequate to protect such proprietary  rights.  In addition,  the laws of certain
foreign countries do not protect intellectual property rights to the same extent
as the laws of the United  States.  Although  we believe  that our  intellectual
property  rights do not infringe upon the  proprietary  rights of third parties,
there can be no assurance that third parties will not assert infringement claims
against us.

Our market price may be effected by the issuance of shares pursuant to warrants,
options, and other rights.

As of this date, including our public warrants,  there were options and warrants
outstanding  to purchase  an  aggregate  of  5,057,851  shares of common  stock,
including debentures and other rights to acquire shares of our common stock with
exercise prices ranging from $.66 to $7.31 per share.  This does not include the
obligation  to  issue  shares  of  our  common  stock  pursuant  to  convertible
promissory  notes to four investors as part of a private  placement  transaction
which occurred in July 1999. IFS issued the convertible  promissory notes in the
amount of $1,075,000  which are convertible into 657,447 shares of common stock,
subject to adjustment  based on current  market prices.  In addition,  we may be
obligated  to issue a  substantial  number  of  shares  based  on the  financial
performance  of NCI  through  fiscal year 2001,  pursuant to an existing  merger
agreement.  The issuance of all these  shares could have an adverse  impact upon
the market price of our common stock.

                           FORWARD-LOOKING STATEMENTS

Some of the information in this  prospectus and in the information  incorporated
by  reference  contains  forward-looking  statements  within the  meaning of the
federal securities laws. These statements include, among others, the following:

     o    Those pertaining to the implementation of our growth strategy;
     o    Our projected capital expenditures; and
     o    The impact of Year 2000 on our information and other systems and those
          of our vendors, customers and other third parties.

                                       8
Forward-looking  statements  typically  are  identified  by use of terms such as
"may," "will," "expect,"  "anticipate,"  "estimate," and similar words, although
some forward-looking  statements are expressed differently.  You should be aware
that our  actual  results  could  differ  materially  from  those  contained  in
forward-looking statements due to a number of factors including:

     o    general economic conditions;
     o    competitive market influences;
     o    the  development of the capacity to accommodate  additional and larger
          contracts;
     o    establishing  the  ability  of  TPII  software   products  to  process
          transactions for larger electronic funds transfer systems;
     o    continued  acceptance of our software products by a significant number
          of new customers;
     o    our continued relationship with computer manufacturers; and
     o    acceptance of NCI Business Centre (TM) by a significant  number of new
          customers.

You should also consider carefully the statements under "Risk Factors" and other
sections of this prospectus,  which address  additional factors that could cause
our  actual  results  to differ  from  those  set  forth in the  forward-looking
statements.

                                 USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares hereby.

                              SELLING STOCKHOLDERS

The shares of common stock offered in this  prospectus are being  registered for
re-offers and re-sales by selling stockholders of IFS who may acquire the shares
upon the exercise of options  granted  under the 1988 Stock  Option  Plan,  1996
Stock Option Plan, 1998 Stock Plan as well as the employment  agreement  between
IFS and Mr. Frank A. Pascuito.  The selling  stockholders may resell all or some
of the shares that they have or may acquire upon  exercise of options  under any
of the plans or, in the case of the 1998 Plan, the award of shares. They will be
eligible to sell those shares  whether or not they  presently have the intention
to do so. The table below  assumes that all of the shares being  offered will be
sold,  but we cannot assure you that the selling  shareholders  will sell all or
any of their shares.  The following  table contains  information  concerning the
beneficial ownership of our common stock by the selling stockholders as adjusted
for sales by each selling stockholder.

                                       9
-----------------------  -------------  ------------  -----------  -------------
                          Number of       Number of    Number of
                            shares         shares      shares to
Selling Shareholder      beneficially    covered by    be owned    Percentage of
(and relationship)       owned prior        this       after the   class after
                         to offering     prospectus    offering    the offering

-----------------------  -------------  ------------  -----------  -------------
C. Rex Welton                78,500          20,000         58,500        1.52 %
Arnold Wells                 50,500          50,000            500        0.01 %
Carmen Pascuito              31,992          31,992              0        0.00 %
Frank Pascuito              512,921         371,490        141,431        3.68 %
DuWayne Peterson             72,700          40,000         32,700        0.85 %
David L. Hodge              380,000         370,000         10,000        0.26 %
Simon J. Theobald           235,020         235,000             20        0.00 %
John P. Singleton           222,100         160,000         62,100        1.61 %
Per Olof Ezelius          1,113,719          43,000      1,070,719       27.84 %
Jerry Cwiklik (1)             1,633           1,633              0        0.00 %
Jerry Tishkoff (1)           10,000          10,000              0        0.00 %
Other (1) (2)                 1,529           1,529              0        0.00 %
======================= =============== ============== ============= ===========
          TOTALS:         2,710,614       1,334,644      1,375,970       35.77 %
======================= =============== ============== ============= ===========

(1)  Above table does not include  any shares  that may have been  purchased  or
     sold on the open market.  Information  shown in above table  includes  only
     information available to IFS.

(2)  Includes certain unnamed non-affiliates,  each of whom may sell up to 1,000
     shares, and who may use the reoffer prospectus for reoffers and resales.

The above assumes all of the shares subject to options will be acquired and will
be sold.  Because the  selling  stockholders  may sell all,  some or none of the
shares  that it holds,  the  actual  number  of shares  that will be sold by the
selling stockholders upon or prior to termination of this offering may vary. The
selling stockholders may have sold,  transferred or otherwise disposed of all or
a portion of their shares since the date on which they provided the  information
regarding  their  common  stock in  transactions  exempt  from the  registration
requirements  of the  Securities  Act.  Additional  information  concerning  the
selling  stockholders  may  be  set  forth  from  time  to  time  in  prospectus
supplements to this prospectus.

                                       10
Mr. Ezelius may receive  additional  contingent  shares in future years based on
the financial  performance  of NCI through fiscal year 2001 pursuant to the plan
and merger agreement.

                              PLAN OF DISTRIBUTION

Sale of the shares may be made from time to time by the selling stockholders, or
subject to applicable  law, by pledgees,  donees,  distributees,  transferees or
other successors in interest. These sales may be made:

     o    on the over-the-counter market
     o    on foreign securities exchange
     o    in privately negotiated transactions or otherwise
     o    in a combination of transactions at prices and terms then prevailing
     o    at prices related to the then current market price
     o    at privately negotiated prices

In  addition,  any shares  covered by this  prospectus  which  qualify  for sale
pursuant  to  Section  4(1)  of the  Securities  Act  or  Rule  144  promulgated
thereunder  may be sold under  such  provisions  rather  than  pursuant  to this
Prospectus.  Without limiting the generality of the foregoing, the shares may be
sold in one or more of the following types of transactions.

     o    A block trade in which the  broker-dealer  so engaged  will attempt to
          sell the shares as agent but may  position and resell a portion of the
          block as principal to facilitate the transaction purchases by a broker
          or dealer as  principal  and  resale by such  broker or dealer for its
          account pursuant to this Prospectus;
     o    an  exchange  distribution  in  accordance  with  the  rules  of  such
          exchange;
     o    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers; and
     o    face to face  transactions  between  sellers and purchasers  without a
          broker dealer.  In effecting sales,  brokers or dealers engaged by the
          selling  stockholders  may  arrange  for other  brokers  or dealers to
          participate in the resales.

                                       11
In connection with such  transactions,  broker-dealers may engage in short sales
of the shares  registered  hereunder in the course of hedging the positions they
assume with the selling  stockholders.  The selling  stockholders  may also sell
shares  short and  deliver  the  shares to close out such short  positions.  The
selling  stockholders  may also enter  into  option or other  transactions  with
broker  dealers  which require the delivery to the  broker-dealer  of the shares
registered  hereunder,  which the  broker-dealer  may  resell  pursuant  to this
prospectus.  The  selling  stockholders  may also  pledge the shares  registered
hereunder  to a broker or dealer  and upon a  default,  the broker or dealer may
effect sales of the pledged shares pursuant to this prospectus.

Brokers,  dealers or agents may receive compensation in the form of commissions,
discounts  or  concessions  from  the  selling  stockholders  in  amounts  to be
negotiated in connection  with the sale.  These brokers or dealers and any other
participating  brokers or dealers may be deemed to be "underwriters"  within the
meaning  of the  Securities  Act in  connection  with  such  sales  and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.

Information  as to  whether  underwriters  who may be  selected  by the  selling
stockholders,  or any other  broker-dealer,  is acting as principal or agent for
the selling  stockholders,  the  compensation to be received by underwriters who
may be selected by the selling  stockholders,  or any  broker-dealer,  acting as
principal  or agent for the  selling  stockholders  and the  compensation  to be
received by other  broker-dealers,  in the event the  compensation of such other
broker-dealers  is in excess of usual and  customary  commissions,  will, to the
extent required, be set forth in a supplement to this prospectus.  Any dealer or
broker  participating  in any  distribution  of the  shares may be  required  to
deliver a copy of this prospectus, including a prospectus supplement, if any, to
any  person who  purchasers  any of the shares  from or through  such  dealer or
broker.

We have advised the selling  stockholders  that if at any time, they are engaged
in a  distribution  of the shares they are required to comply with  Regulation M
promulgated  under the Exchange Act. The selling  shareholders have acknowledged
such  advice by  separate  agreement  and  agree  therein  to  comply  with such
regulation.  In general,  Regulation M precludes the selling  stockholders,  any
affiliated  purchasers and any broker-dealer or other person who participates in
such  distribution  from bidding for or  purchasing  or attempting to induce any
person  to bid  for or  purchase  any  security  which  is  the  subject  of the
distribution  until the entire  distribution is complete.  A  "distribution"  is
defined in the rules as an offering of  securities  that is  distinguished  from
ordinary  trading  activities  and depends on the "magnitude of the offering and
the presence of special selling efforts and selling methods".  Regulation M also
prohibits  any  bids or  purchases  made in order to  stabilize  the  price of a
security in connection with the distribution of that security.

                                       12
PART II

               INFORMATION REQUIRED IN THE 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.

         Article NINTH of the Certificate of Incorporation of IFS  International
Holdings,  Inc. ("Registrant") provides that no director shall have any personal
liability to Registrant or its  stockholders  for monetary damages for breach of
fiduciary  duty as a  director,  except  with  respect  to (1) a  breach  of the
director's  duty of  loyalty  to  Registrant  or its  stockholders,  (2) acts or
omissions  not in good faith which involve  intentional  misconduct or a knowing
violation  of law,  (3)  liability  under  Section 174 of the  Delaware  General
Corporation Law or (4) a transaction from which the director derived an improper
personal  benefit.   Article  TENTH  of  the  Certificate  of  Incorporation  of
Registrant  provides that  Registrant  shall  indemnify,  to the fullest  extent
permitted by Section 145 of the  Delaware  General  Corporation  Law, as amended
from time to time,  any and all  persons  whom it shall have power to  indemnify
under such section.

Item 7. Exemption from Registration Claimed
         Not applicable

Item 8. Exhibits
         See Exhibit Index below

Item 9. Undertakings.

         The undersigned Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
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.

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

                                       13
(3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities  Act, each filing of the Company's  annual report pursuant to Section
13(a) or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  that is
incorporated by reference in the Registration Statement, shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of IFS
pursuant to Item 6 of Part II of the Registration Statement,  or otherwise,  IFS
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by IFS of expenses incurred or
paid by a  director,  officer  or  controlling  person of IFS 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,  IFS
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                       14
SIGNATURES

         In accordance with 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 of filing on Form S-3 and has duly caused this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in the City of Troy, State of New York, on December 22, 1999.

                                IFS INTERNATIONAL HOLDINGS, INC.

                                By: __/s/ David L. Hodge______
                                          David L. Hodge
                                President and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Frank A. Pascuito and David L. Hodge, and
each of them,  with full power to act  without  the  other,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name,  place and stead, in any and all capacities to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and the documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.

Signature              Title                                   Date
___________________    ______________________________________  _________________

                       President and Chief Executive Officer,
/s/ David L. Hodge     Director (Principal Executive Officer)  December 22, 1999
-------------------
David L. Hodge

/s/ John P. Singleton  Chairman of the Board, Director         December 22, 1999
---------------------
John P. Singleton

                       Executive Vice President, Director,
/s/ Frank A. Pascuito  Founder                                 December 22, 1999
---------------------
Frank A Pascuito
/s/ Simon J. Theobald  Chief Operating Officer, Director       December 22, 1999
---------------------
Simon J. Theobald

/s/ Carmen A. Pascuito Secretary and Controller                December 22, 1999
----------------------
Carmen A Pascuito

___________________    Director                                December 22, 1999
Per Olof Ezelius

/s/ DuWayne J. Peterson Director                               December 22, 1999
-----------------------
DuWayne J. Peterson

/s/ Per Olof Ezelius   Director                                December 22, 1999
--------------------
C. Rex Welton
EXHIBIT INDEX

Exhibit No.       Description of Exhibit

     3.1  Certificate of Incorporation and amendments thereto of the Company (1)

     3.2  By-laws, as amended, of the Company (1)

     4.1  Certificate of Designation of the Series A Convertible preferred stock
          (2)

     4.1b Certificate of Amendment of Certificate of Designation of the Series A
          Convertible preferred stock (5)

     4.3  Form of certificate evidencing Warrants (1)

     4.4  Form of certificate evidencing shares of common stock (1)

     4.5  Warrant Agreement between the Company and the Underwriter (2)

     4.6  Form of Warrant  Agreement  between  the Company  and  American  Stock
          Transfer and Trust Company, as Warrant agent (1)

     4.7  Debenture  Investment  Agreement,  dated  July 6,  1989,  between  the
          Company and New York State  Science  and  Technology  Foundation,  and
          amendments thereto (1)

     4.8  Loan Agreement,  dated January 11, 1989, between the Company and North
          Greenbush Industrial Development Agency and amendments thereto (1)

     4.9  Warrant Agreement, dated November 6, 1998, between the Company and MDB
          Capital Group LLC. (7)

     4.10 Investment  Banking  Agreement,  dated  November 6, 1998,  between the
          Company and MDB Capital Group LLC. (7)

     4.11 Form of Convertible  Promissory Note  Agreements,  dated July 6, 1999,
          between the Company and Gilston  Corporation,  Ltd.,  Manchester Asset
          Management, Ltd., Headwaters Capital, and Colbrooke Capital. (7)

     4.12 Form of Warrant  Agreements,  dated July 6, 1999,  between the Company
          and Gilston  Corporation,  Ltd.,  Manchester Asset  Management,  Ltd.,
          Headwaters Capital, and Colbrooke Capital. (7)

     4.13 Registration Rights Agreement, dated July 2, 1999, between the Company
          and Gilston Corporation,  Ltd., Manchester Asset Management, Ltd., and
          Headwaters Capital. (7)

     4.14 Note And Warrant Purchase  Agreement,  dated July 2, 1999, between the
          Company and Gilston  Corporation,  Ltd.,  Manchester Asset Management,
          Ltd., and Headwaters Capital. (7)

     4.15 Market Access Program Marketing Agreement, dated as of April 29, 1999,
          between the Company and Continental Capital & Equity Corporation. (7)
5.1  Opinion of Parker Duryee Rosoff & Haft A Professional Corporation

     10.1 * 1998 Stock Plan (5)

     10.2 * 1996 Stock Option Plan (1)

     10.3 * 1988 Stock Option Plan (1)

     10.4 Lease  Agreement,  dated  October  1, 1986  between  the  Company  and
          Rensselaer  Polytechnic  Institute and amendments  thereto (the "Lease
          Agreement") (1)

     10.5 Addendum A to the Lease Agreement, dated January 7, 1997. (1)

     10.6 Digital Prime Contracting  Agreement,  dated June 6, 1994, between the
          Company and Digital Equipment International BV (1)

     10.7 Software  Development  and  License  Agreement,  dated  July 8,  1996,
          between the Company and Visa International Service Association (1)

     10.8 * Employment  Agreement,  dated as of May 12, 1998 between the Company
          and David L. Hodge. (6)

     10.8b*  Amendment  to  Employment  Agreement,  dated as of January 22, 1999
          between the Company and David L. Hodge. (7)

     10.9 * Employment Agreement,  dated as of May 12, 1998, between the Company
          and Frank A. Pascuito. (6)

     10.9b* Amendment  to  Employment  Agreement,  dated as of January 22, 1999,
          between the Company and Frank A. Pascuito. (7)

     10.10* Employment Agreement,  dated as of May 12, 1998, between the Company
          and Simon J. Theobald. (2)

     10.10b* Amendment to  Employment  Agreement,  dated as of January 22, 1999,
          between the Company and Simon J. Theobald. (7)

     10.11*Extension  Agreement,  dated as of May 12,  1998  between the Company
          and Per Olof Ezelius. (6)

     10.12Purchase and Sale  Agreement,  dated as of December 17, 1996,  between
          the Company and Trustco Bank, National Association. (1)

     10.13Form of  Consulting  and  Investment  Banking  Agreement  between  the
          Company and the Underwriter. (1)

     10.14Promissory  Note,  dated March 14,  1997,  between the Company and Key
          Bank of New York. (3)

     10.15*Consulting  agreement,  dated April 9, 1997,  between the Company and
          Jerald Tishkoff. (6)
10.16Plan and Merger Agreement,  dated as of January 30, 1998,  between the
          Company and NCI Holdings, Inc. (4)

     10.17Amended and Restated  Note,  dated as of April 15,  1999,  between the
          Company and Hudson River Bank and Trust Company. (7)

     10.18Amended and Restated  Note,  dated as of April 15,  1999,  between the
          Company and Hudson River Bank and Trust Company. (7)

     10.19Note And Mortgage  Consolidation,  Modification,  Spreader,  Extension
          And  Security  Agreement,  dated as of April  15,  1999,  between  the
          Company, the Town of North Greenbush Industrial Development Agency and
          New York Business Development Corporation. (7)

     10.20Note And Mortgage  Consolidation,  Modification,  Spreader,  Extension
          And  Security  Agreement,  dated as of April  15,  1999,  between  the
          Company, the Town of North Greenbush Industrial Development Agency and
          New York Business Development Corporation. (7)

     10.21Mortgage And Security  Agreement,  dated as of April 15, 1999, between
          the Company, the Town of North Greenbush Industrial Development Agency
          and New York Business Development Corporation. (7)

     10.22Mortgage  Note,  dated as of April 15,  1999,  between the Company and
          New York Business Development Corporation. (7)

     10.23Amended  And  Restated  Mortgage  Note,  dated as of April  15,  1999,
          between the Company New York Business Development Corporation. (7)

     10.24General Security  Agreement,  dated as of April 15, 1999,  between the
          Company and Hudson River Bank and Trust Company. (7)

     21.1 Subsidiaries of the Company (1)

     23.1 Consent of Urbach Kahn & Werlin P.C.

     23.2 Consent of Parker Duryee Rosoff & Haft (included in Exhibit 5.1)

     *    Management contract or compensatory plan or arrangement.

     1    Denotes  document  filed as an exhibit to the  Company's  Registration
          Statement on Form SB-2 (File No. 333-11653) and incorporated herein by
          reference.

     2    Denotes document filed as an exhibit to the Company's Quarterly Report
          on  Form  10-  QSB  for  the  quarter   ended  January  31,  1997  and
          incorporated herein by reference.

     3    Denotes document filed as an exhibit to the Company's  Current Report,
          dated March 14, 1997 and incorporated herein by reference.

     4    Denotes document filed as an exhibit to the Company's  Current Report,
          dated January 30, 1998 and incorporated herein by reference.
5    Denotes document filed as an exhibit to the Company's Proxy Statement,
          dated February 1, 1999 and incorporated herein by reference.

     6    Denotes  document filed as an exhibit to the Company's  Annual Report,
          dated April 30, 1998 and incorporated herein by reference.

     7    Denotes  documents filed as an exhibit to the Company's  annual report
          on Form  10-KSB,  for the year ended April 30,  1999 and  incorporated
          herein by reference.
--------------------------------------------------------------------------------

         IFS INTERNATIONAL HOLDINGS, INC.

                  1,334,644 Shares

                  common stock

                  ------------

                   PROSPECTUS
                  ------------

                  December 22, 1999
--------------------------------------------------------------------------------

You should rely only on the information contained in this prospectus. No dealer,
salesperson  or other  person  is  authorized  to give  information  that is not
contained in this prospectus.  This prospectus is not an offer to sell nor is it
seeking an offer to buy these securities in any jurisdiction  where the offer or
sale is not permitted.  The information  contained in this prospectus is correct
only as of the date of this  prospectus,  regardless of the time of the delivery
of this prospectus or any sale of these securities.