As filed with the Securities and Exchange Commission on June 10, 1996.

                                                    File No. 33-
                                                                -----------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ---------------
                              IMAGEX SERVICES, INC.
               (Exact name of issuer as specified in its charter)

          Nevada                                             93-0933399
(State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                         Identification No.)

  80 Wolf Road, Suite 503
      Albany, New York                                        12205
(Address of principal executive offices)                    (Zip Code)

                                ---------------
                              CONSULTING AGREEMENT
                        WITH BLUE WATER CONSULTING, INC.

                            CLIENT SERVICE AGREEMENT
                        WITH BROAD STREET MARKETING, INC.
                          ----------------------------
                            (Full title of the plan)
                                ---------------
                          Andrew F. Capoccia, President
                             80 Wolf Road, Suite 503
                             Albany, New York 12205
                          Telephone No.: (518) 438-3529
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200
                                ---------------



<PAGE>



                         CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate    Amount of
Title of securities   Amount to be     price per   offering   registration
 to be registered     registered(1)    share(1)    price(1)      fee (1)
================================================================================

Common Stock           1,000,000
($.001 par value)        shares        $0.31       $310,000      $106.90

================================================================================

(1)      Pursuant to Rule  457(h),  the maximum  offering  price was  calculated
         based  upon the  average  of the bid and asked  price of the  Company's
         Common Stock on the OTC Bulletin Board on June 7, 1996.



































                                        2


<PAGE>



                              IMAGEX SERVICES, INC.

         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K



               Form S-8 Item Number        
                   and Caption                       Caption in Prospectus
               -------------------                   ---------------------     
 1.   Forepart of Registration State-                Facing Page of Registration
      ment and Outside Front Cover                   Statement and Cover Page of
      Page of Prospectus                             Prospectus

 2.   Inside Front and Outside Back                  Inside Cover Page of Pro-
      Cover Pages of Prospectus                      spectus and Outside Cover
                                                     Page of Prospectus

 3.   Summary Information, Risk Fac-                 Not Applicable
      tors and Ratio of Earnings to
      Fixed Charges

 4.   Use of Proceeds                                Not Applicable

 5.   Determination of Offering Price                Not Applicable

 6.   Dilution                                       Not Applicable

 7.   Selling Security Holders                       Sales by Selling Security
                                                     Holders

 8.   Plan of Distribution                           Cover Page of Prospectus
                                                     and Sales by Selling
                                                     Security Holders

 9.   Description of Securities to be                Description of Securities;
      Registered                                     Consulting Agreements

10.   Interests of Named Experts and                 Legal Matters
      Counsel

11.   Material Changes                               Not Applicable

12.   Incorporation of Certain Infor-                Incorporation of Certain
      mation by Reference                            Documents by Reference

13.   Disclosure of Commission Posi-                 Indemnification of Direc-
      tion on Indemnification for                    tors and Officers; Under-
      Securities Act Liabilities                     takings



                                        3


<PAGE>



PROSPECTUS
                              IMAGEX SERVICES, INC.

                        1,000,000 Shares of Common Stock
                                ($.001 par value)

                Issued Pursuant to the Exercise of Options under
                       the Company's Consulting Agreements
                        with Blue Water Consulting, Inc.
                        and Broad Street Marketing, Inc.

         This Prospectus is part of a Registration  Statement which registers an
aggregate  of  1,000,000  shares of Common  Stock,  $.001 par value (such shares
being referred to as the "Shares"),  of Imagex Services,  Inc. (the "Company" or
"Imagex")  which  have  been  issued  as set  forth  herein,  to (i) Blue  Water
Consulting,  Inc.,  a consultant  to the Company  ("Blue  Water")  pursuant to a
written  Consulting  Agreement  dated May 20, 1996 (the "Blue  Water  Consulting
Agreement"), providing for the issuance of 700,000 of such Shares and (ii) Broad
Street Marketing, Inc., a consultant to the Company ("Broad Street") pursuant to
a written  Client  Service  Agreement  dated May 20,  1996  (the  "Broad  Street
Consulting  Agreement")  providing for the issuance of 600,000  shares of Common
Stock of the Company,  including 300,000 shares of Common Stock included in this
Prospectus. Blue Water and Broad Street, which consultants are both under common
ownership,  may be sometimes  collectively referred to as the "Consultants," and
the Blue Water Consulting  Agreement and the Broad Street  Consulting  Agreement
may be collectively referred to as the "Consulting Agreements." In addition, the
Consultants, in their capacity as selling shareholders,  may sometimes hereafter
be  collectively  referred  to as the  "Selling  Security  Holders."  All of the
Options  are being  issued to the  Consultants  pursuant  to written  consulting
agreements.  The Company has been advised by the Selling  Security  Holders that
they  may  sell  all or a  portion  of the  Shares  from  time  to  time  in the
over-the-counter market, in negotiated transactions, directly or through brokers
or otherwise,  and that such Shares will be sold at market prices  prevailing at
the time of such sales or at negotiated prices, and the Company will not receive
any proceeds from such sales.

         No person has been authorized by the Company to give any information or
to make any  representation  other than as contained in this Prospectus,  and if
given or made,  such  information or  representation  must not be relied upon as
having been  authorized by the Company.  Neither the delivery of this Prospectus
nor any  distribution  of the Shares  issuable under the terms of the Consulting
Agreements shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.
                              -------------------
       THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                              -------------------
         THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

                  The date of this Prospectus is June 7, 1996.

                                        4

<PAGE>



                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the  Securities  and Exchange  Commission  (the  "Commission").  Reports,  proxy
statements and other  information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549.  Copies of this material can also be obtained at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's  Common  Stock is traded on the OTC  Bulletin  Board  under the symbol
"IMXS."

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended (the  "Act"),  with respect to the resale of up to an aggregate of up to
1,000,000  shares of the Company's  Common Stock, to be issued to Consultants of
the  Company  pursuant  to  written  Consulting  Agreements  with  Imagex.  This
Prospectus,  which  is  Part  I of the  Registration  Statement,  omits  certain
information  contained in the Registration  Statement.  For further  information
with respect to the Company and the shares of the Common  Stock  offered by this
Prospectus,  reference  is made to the  Registration  Statement,  including  the
exhibits  thereto.  Statements  in this  Prospectus  as to any  document are not
necessarily  complete,  and  where  any  such  document  is an  exhibit  to  the
Registration  Statement  or is  incorporated  by  reference  herein,  each  such
statement  is qualified  in all  respects by the  provisions  of such exhibit or
other  document,  to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement,  with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon  payment  of the  fees  prescribed  by the  rules  and  regulations  of the
Commission, or examined there without charge.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995.

         2.       The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1996.







                                        5


<PAGE>



         3.       All reports and documents filed by the Company pursuant to
Section  13,  14 or  15(d)  of  the  Exchange  Act,  prior  to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
respective  date of filing of such  documents.  Any  statement  incorporated  by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.  Any statement modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute part of this Prospectus.

         The Company hereby undertakes to provide without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests  for such  copies  should be directed to  Corporate  Secretary,  Imagex
Services, Inc., 80 Wolf Road, Suite 503, Albany, New York 12205.



 




























                                       6


<PAGE>



                                   THE COMPANY

General

         Imagex  Services,  Inc.  ("Imagex" or the "Company")  was  incorporated
under  the laws of the  State of Nevada  on July 23,  1986 as  Balloonies,  Inc.
("BI"). BI acquired its present operating subsidiary, Unicare Services, Inc., in
a  reverse  acquisition  on June 28,  1993  and BI  changed  its name to  Imagex
Services,  Inc. upon such  acquisition.  Unicare was formed to begin the present
medical  diagnostic  service  business  of  the  Company  and  had  no  material
pre-acquisition activities. Imagex' wholly-owned subsidiaries, Unicare Services,
Inc. and Rome Magnetic  Associates,  Inc., which conduct business as Unicare and
Rome are referred to herein as "Unicare  and Rome" and Imagex,  Unicare and Rome
are herein  referred to  collectively  as the  "Company".  Unicare and Rome were
incorporated  under  the laws of the  State of New  York on April  16,  1993 and
August 3, 1993, respectively.

Operations

         The Company provides medical  diagnostic  services directly to patients
through  contracting  physicians,  health maintenance  organizations,  preferred
provider organizations, trade unions, physician groups, clinics as well as other
forms of group  health  plan  providers  (individually  or  collectively  "Group
Plans").  The  Company  enters  into  agreements  with local Group Plans for the
development and operation of individual Centers in specific  geographical areas.
Currently  the  Company  is  negotiating   with  several  Group  Plans  for  the
development  and  operation  of  Centers  in New York  State and North and South
Carolina.

         The Centers are designed to provide diagnostic services at reduced cost
for the  insured  member  patients.  Prices  are  generally  below the  existing
respective  regional market prices for similar  diagnostic  services  offered by
others.

         The Company's operations had been severely limited due to the effect of
a judgment obtained by General Electric Company against the Company. The Company
and General  Electric  negotiated a  settlement  on February 8, 1996 whereby the
Company returned the 1.5 Vectra Tesla MRI unit and obtained a $700,000 credit to
be applied to reduce the $1,400,000 settlement. The balance due General Electric
is payable over a two year  period.  An order vacating its judgment was filed in
May, 1996. The Company expects to continue to meet its monthly obligations under
the lease for the 0.5 Tesla MRI unit located at Rome pursuant to the settlement.

Administration of Group Plan Centers

         In the event the  Company  terminates  any Group  Plan  agreements  for
specific defaults, the Company is expected to generally retainthe right to

                                        7

<PAGE





contract with other Group Plans to utilize the Centers. The Company is dependent
upon maintaining and developing affiliations with Group Plans for referrals. The
Company is also dependent upon a continuing public need for the services offered
by the Medical Diagnostic  Centers in the locations as situated,  proposed or to
be proposed.

         The  Company  presently  does  and  will  concentrate  its  efforts  on
development,  operation and  administration  of the Company  Centers.  Continued
research on methods to improve operations,  services, and equipment packages are
anticipated to be accomplished through monitoring of existing operations.

Services

         The Company  devotes its principal  resources to developing,  operating
and administering the use of its equipment in medical  diagnostic  centers which
provide  medical   diagnostic   services  for  outpatients   through  practicing
physician-radiologists contracting for the use of the Company imaging equipment.
The Company contracts with and  supports  the  medical  practices  of  attending
radiologist-physicians who operate medical practices at the Centers. The Company
provides  equipment  and  facilities  and  derives  revenue  from the use of its
equipment  and  facilities.  The  type  and  quantity  of  medical  examinations
performed by the radiologist-physicians  results in the equipment and facilities
usage fees derived by the Company. The Company provides  administrative  support
to the physician-  radiologists,  as necessary, but the Company has no authority
to direct the conduct or  operation  of the  physician-radiologists'  practices.
There are currently two Centers in operation,  with a number in the planning and
development  stage.  Centers  are  usually  constructed  or  rehabilitated,  and
operated to provide a full  complement of  diagnostic  services for a particular
institutional client or a particular physician group.

Domestic Opportunities

         The  Company's  most active  growth  currently  rests in the  northeast
corridor  and  New  York  State.  The  Company  continues  to  seek  acquisition
opportunities  and several  negotiations  are underway to  establish  Centers in
Upstate  New  York  communities  in  Queensbury,  Plattsburg,  Glen  Falls,  and
Gloversville, which will serve a number of surrounding rural communities.

         The  Company  has  signed  an  agreement  with Silk  Road  Health  Care
Corporation  to jointly  develop a network  of ten  diagnostic  imaging  centers
throughout  North Carolina and South Carolina.  Once funding is approved by Silk
Road  Investment Co. Ltd., an investment  company will be organized by Silk Road
Health  Care to fund such  projects.  There is no set date for the start of this
project.  Each  Center  planned  with  Silk  Road  will  offer a full  range  of
diagnostic imaging procedures, including MRI through mobile units and sharing of
equipment with an emphasis on women's health care.


                                        8


<PAGE>



International Opportunities

         The  Company is  planning to develop  three  Centers in Bolivia.  These
Centers  are  expected to pioneer  one of the first MRI  diagnostic  services in
Bolivia.  Centers are currently  being planned in Los Pas  (Bolivia's  capital),
Santa Cruz and Cochabamba.

Teleradiology

         Through a  teleradiology  venture,  the  Company is planning to provide
electronic  linkup  through  American  Telemedia  International  to  all  of its
Centers, both in the United States and abroad, having the diagnostic images read
via teleradiology  directly at Massachusetts General Hospital under the auspices
of the Company's  consulting  radiologist-physician  and Harvard  Medical School
professor, Dr. Kenneth Davis.

Consulting Agreements

         On May 20, 1996, the Company  entered into a Consulting  Agreement with
Blue Water  Consulting,  Inc.  which augments a previous  Management  Consulting
Agreement with Blue Water which was entered into on March 11, 1996.  Pursuant to
the terms of the Blue Water Consulting Agreement, the Company agreed to issue to
Blue Water 700,000  shares of Common Stock of the Company in  consideration  for
consulting services to be provided to the Company over an  anticipated  12-month
period commencing as  of the date of the agreement.  Blue  Water is wholly-owned
by  Mr. Greg  Paige,  who  is the sole officer and director of Blue Water.  Blue
Water will provide a predominant portion of its time during various periods over
the term of the Consulting Agreement. Supplementing various phases of activities
previously  performed  and  currently  being  undertaken  under  the  Management
Consulting  Agreement,  and based on the perceived  success and effectiveness of
services  rendered under the Management  Consulting  Agreement,  Blue Water will
provide  the  following  enumerated  services:  (i)  further develop and enhance
of current operations and recommendations with regard to additional services and
geographic and service expansion;  (ii) research,  evaluation, due diligence and
negotiations with respect to strategic  partners,  joint ventures, acquisitions,
merger  candidates  and  other  venture  partners;   (iii)  evaluate, introduce,
negotiate  and  facilitate  the sources of credit, banking relations and related
financial  opportunities;   (iv)  negotiate  and  assist  the  Company  in terms
of developing  sources for additional  equipment  purchases,  leases,  and asset
acquisitions  supporting or augmenting  the Company's  current  operations;  (v)
evaluate,  perform due diligence and assist the Company in  negotiating  various
contracts  for the  provision  of the  Company's  products  and  services;  (vi)
evaluate, make recommendations, locate service providers, additional consultants
and products in order to achieve technology upgrades for the Company's product


                                        9


<PAGE>

and service lines; and (vii) evaluate and develop  additional sales programs and
enhancement of existing market programs and new account development.

         On May 20,  1996,  the  Company  also  entered  into a  Client  Service
Agreement with Broad Street Marketing, Inc. Previously,  the Company had entered
into a Marketing  Consulting  Agreement  dated March 11, 1996 with Broad Street.
Under the terms of the Client Service Agreement,  the Company agreed to issue to
Broad Street 600,000 shares of Common Stock of the Company in consideration  for
consulting  services to be provided to the Company over an  anticipated  6-month
period, commencing at the date of the Client Service Agreement.  Under the terms
of  that  Agreement,  300,000  shares  of  Common  Stock  are  included  in this
Prospectus  while the remaining  300,000 shares of Common Stock are not included
in this  prospectus  based on the agreed upon allocation by Broad Street and the
Company of that portion of the Shares  attributable  to promotion of interest in
the  Common  Stock  of the  Company  and  those  Shares  attributable  to  other
consulting services. Broad Street is also wholly-owned by Mr. Greg Paige, who is
the sole  officer  and  director  of Broad  Street.  Broad  Street has agreed to
provide  at  various  phases  over the term of the Client  Service  Agreement  a
predominant  portion  of its time in  fulfillment  of the needs of the  Company.
Under the terms of the Client Service  Agreement,  Broad Street will provide the
following  enumerated  services:  (i)  evaluate of the entire administrative and
personnel infrastructure of the Company; (ii) recommend a program to develop and
enhance the Company's human resources;  (iii) evaluate and make  recommendations
regarding  the  retaining of  consultants  and  professional  service  providers
including the Company's lawyers,  auditors,  public relations firm and financial
advisors; (iv) evaluate,  undertake background examinations,  recruit and assist
the Company in the selection and  employment of Board of Directors'  candidates,
key  executives  and other  management  personnel;  (v) advise the Company  with
regard to the maximization of its financial  resources and assist the Company in
attracting   capital   from  the   financial   markets   and   other   financial
intermediaries;  (vi) review and analyze all aspects of the Company's  financial
goals and make  recommendations on feasibility and achievement of desired goals;
(vii)  review  of  all  of the  general  information  and  recent  filings  with
regulatory authorities and produce a corporate profile in brokerage style format
for use in general  circulation in the financial  community;  (viii) establish a
basis for a network of firms and  brokers  interested  in  participating  in the
Company's  securities  and schedule and conduct the  necessary due diligence and
obtain the required  approvals  necessary  for such firms to  participate;  (ix)
interview  and make  determinations  as to any firms or brokers  referred to the
Company  with regard to their  participation;  and (x) assist the Company and be
available to field any calls from firms and brokers inquiring about the Company

                                       10


<PAGE>

         The  Selling  Security  Holders  intend to sell all or a portion of the
Shares  from  time to  time  in the  over-the-counter  market  or in  negotiated
transactions  at market prices  prevailing at the time or at negotiated  prices,
and the Company will not receive any of the proceeds from such sales.

Federal Income Tax Effects

         Common stock issued to a consultant in connection with the  performance
of services must be included in gross income of the consultant,  to  the  extent
such  issuance  is  for  less  than  fair  market value, based on the difference
between the price  actually  paid and the fair market value of the shares in the
first  taxable  year  in  which  the  shares  are  issued  and  not subject to a
"substantial risk of forfeiture".  A substantial risk of forfeiture exists where
rights and property  that have  been  transferred are  conditioned,  directly or
indirectly,  upon  the  future  performance (or  refraining from performance) of
substantial services by any person, or the occurrence of any  condition  related
to the purpose of the transfer, and the possibility of forfeiture is substantial
if such condition is not satisfied.  Common stock received by a participant  who
is  subject  to  the  short-swing  profit  recovery rule of Section 16(b) of the
Securities Exchange Act of 1934 is  considered  subject to a substantial risk of
forfeiture so long as the sale  of  such  property at a profit could subject the
participant  to suit under that  action.  Nevertheless,  such  holder  may elect
within 30 days after the date of receipt to recognize  ordinary income as of the
date of receipt.  Inasmuch as the  receipt  of  the  shares was not subject to a
substantial  risk of  forfeiture, the  recipient of the shares in lieu of salary
will be  required to include in gross income the fair market value of the shares
at the time of receipt.

Restrictions Under Securities Laws

         The sale of the Shares  must be made in  compliance  with  federal  and
state securities laws.  Officers,  directors and 10% or greater  stockholders of
the Company, as well as certain other persons or parties who may be deemed to be
"affiliates" of the Company under the Federal  Securities Laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934.


                        SALES BY SELLING SECURITY HOLDERS

         The  following  table  sets  forth  the  name of the  Selling  Security
Holders, the amount of shares of Common Stock held directly or indirectly by the
Selling  Security  Holders,  the maximum  amount of shares of Common Stock to be
offered by the Selling Security Holders,  the amount of Common Stock to be owned
by the Selling  Security  Holders  following sale of such shares of Common Stock

                                11


<PAGE>

and the percentage of shares of Common Stock to be owned by the Selling Security
Holders  following  completion of such offering  (based on 12,969,460  shares of
Common Stock of the Company outstanding at April 30, 1996).

                                                                    Percentage
                                                    Shares to be    to be Owned
Name of Selling     Number of      Shares to        Owned After        After
Security Holder   Shares Owned     be Offered          Offering       Offering
- ---------------   ------------     ----------          --------       --------

Blue Water
 Consulting, Inc.    700,000         700,000              -0-            --

Broad Street
 Marketing, Inc.     600,000         300,000            300,000          2.3%


                            DESCRIPTION OF SECURITIES

         The Company is currently authorized to issue up to 25,000,000 shares of
Common  Stock,  $.001 par value  per  share,  of which  12,969,460  shares  were
outstanding  as of April 30,  1996.  The  Company is  authorized  to issue up to
5,000,000  shares of Preferred Stock,  $.001 par value per share,  none of which
were outstanding as of April 30, 1996.

Common Stock

         Subject  to the  dividend  rights of the  holders of  preferred  stock,
holders of shares of Common  Stock are  entitled to share,  on a ratable  basis,
such dividends as may be declared by the Board of Directors out of funds legally
available therefor. Upon liquidation,  dissolution or winding up of the Company,
after  payment  to  creditors  and  holders  of  preferred  stock  that  may  be
outstanding,  the assets of the Company  will be divided pro rata on a per share
basis among the holders of the Common Stock.

         Each share of Common Stock  entitles  the holders  thereof to one vote.
Holders of Common Stock do not have  cumulative  voting  rights which means that
the holders of more than 50% of the shares  voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event,  the
holders of the  remaining  shares will not be able to elect any  Directors.  The
By-Laws  of  the  Company  require  that  only a  majority  of  the  issued  and
outstanding  shares  of  Common  Stock of the  Company  need be  represented  to
constitute a quorum and to transact  business at a  stockholders'  meeting.  The
Common Stock has no  preemptive,  subscription  or conversion  rights and is not
redeemable by the Company.

Preferred Stock

         The  Board of  Directors  is  authorized  to issue the  authorized  and
unissued  preferred  stock in one or more  series,  to fix or alter the  rights,

                                       12

<PAGE



preferences,  privileges  and  restrictions,   including  the  dividend  rights,
dividend  rate,  conversion  rights,  voting  rights  and  terms of  redemption,
liquidation  preferences and sinking fund of any series of preferred stock which
is authorized and unissued. No shares of Preferred Stock have been issued or are
outstanding as of the date hereof.

Over-The-Counter Market

         The Company's Common Stock is traded on the OTC Bulletin Board of the 
National Association of Securities Dealers, Inc. under the symbol "IMXS."

Transfer Agent

         The Transfer Agent for the shares of Common Stock is North American 
Transfer Compant, 147 West Merrick Road, Freeport, New York, 11520.

                                  LEGAL MATTERS

         Certain legal matters in connection  with the securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A., Special Counsel for the Company, Fort Lauderdale, Florida.


                                 INDEMNIFICATION

         The Company's Bylaws and the Nevada General Corporation Law provide for
indemnification of directors and officers against certain liabilities.  Officers
and directors of the Company are indemnified generally against expenses actually
and  reasonably  incurred  in  connection  with  proceedings,  whether  civil or
criminal  provided that it is determined that they acted in good faith, were not
found guilty in any  criminal  matter and had  reasonable  cause to believe that
their conduct was not unlawful.

         The Company's  Certificate  of  Incorporation  further  provides that a
director of the Company shall not be personally  liable for monetary  damages to
the Company or its  shareholders for breach of any fiduciary duty as a director,
except for liability (i) for any breach of the director's duty or loyalty to the
Company or its  stockholders;  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (iii) for
the unlawful  payments of dividends or stock  redemption  by the Company or (iv)
for any  transaction  from  which the  director  derives  an  improper  personal
benefit.


                                       13


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The  documents  listed in (a)  through  (d) below are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

                  (a)      The Registrant's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1995.

                  (b)      The Company's Quarterly Report on Form 10-QSB for
the quarterly period ended March 31, 1996.

                  (c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.

                  (d) The  description  of the Common Stock of the Company which
is contained in a Registration Statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.

Item 4.           Description of Securities
- -------           -------------------------

         The class of securities to be offered  hereby is not  registered  under
Section 12(g) of the Securities  Exchange Act of 1934, as amended. A description
of the Company's  securities is set forth in the Annual Report incorporated as a
part of this Registration Statement.

Item 5.           Interests of Named Experts and Counsel
- -------           --------------------------------------

         Not Applicable.



                                        i

<PAGE>



Item 6.           Indemnification of Directors and Officers
- -------           -----------------------------------------

The  Company's  Bylaws  and the  Nevada  General  Corporation  Law  provide  for
indemnification of directors and officers against certain liabilities.  Officers
and directors of the Company are indemnified generally against expenses actually
and  reasonably  incurred  in  connection  with  proceedings,  whether  civil or
criminal  provided that it is determined that they acted in good faith, were not
found guilty in any  criminal  matter and had  reasonable  cause to believe that
their conduct was not unlawful.

         The Company's  Certificate  of  Incorporation  further  provides that a
director of the Company shall not be personally  liable for monetary  damages to
the Company or its  shareholders for breach of any fiduciary duty as a director,
except for liability (i) for any breach of the director's duty or loyalty to the
Company or its  stockholders;  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (iii) for
the unlawful  payments of dividends or stock  redemption  by the Company or (iv)
for any  transaction  from  which the  director  derives  an  improper  personal
benefit.

Item 7.           Exemption from Registration Claimed
- -------           -----------------------------------

         Inasmuch as the  Consultants  who  received  the Options of the Company
were  knowledgeable,  sophisticated and had access to comprehensive  information
relevant to the Company,  such  transaction  was  undertaken  in reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent to such grant,  the Consultants were required to express an investment
intent  and  consent to the  imprinting  of a  restrictive  legend on each stock
certificate  to be received from the Company  except upon sale of the underlying
shares of Common Stock pursuant to a registration statement.

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

Exhibit                             Description
- -------                             -----------

(4)(a)            Consulting Agreement with Blue Water Consulting, Inc.

(4)(b)            Client Service Agreement with Broad Street Marketing,
                  Inc.

(5)               Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating
                  to the issuance of shares of securities pursuant to the
                  above Consulting Agreements

(23.1)            Consent of Atlas, Pearlman, Trop & Borkson, P.A. included
                  in the opinion filed as exhibit (5) hereto

(23.2)            Consent of independent certified public accountants


                                       ii

<PAGE>

Item 9.           Undertakings
- -------           ------------

         (1)      The undersigned Registrant hereby undertakes:

                  (a) To file, during any period in which offerings 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;

                  (b) That, for the purposes of determining  any liability under
the  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; and

                  (c) 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.

         (2) The undersigned  Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  Directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       iii

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form S- 8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Albany and the State of New York, on the 6th day
of June, 1996.

                                            IMAGEX SERVICES, INC.



                                            By:/s/Andrew F. Capoccia
                                               -------------------------    
                                               Andrew F. Capoccia
                                               President and
                                               Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

    Signature                          Title                        Date
    ---------                          -----                        ----

                                 President, Principal
                                 Executive Officer,
                                 Principal Financial
                                 and Accounting Officer
/s/Andrew F. Capoccia            and Director                    June 6, 1996
- ---------------------
Andrew F. Capoccia






                                       iv
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 43010}]
{"company-data": {"conformed-name": "IMAGEX SERVICES INC", "cik": "0000927798", "assigned-sic": "8071", "irs-number": "930933399", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05591", "film-number": "96578771"}, "business-address": {"street1": "80 WOLF ROAD STE 503", "city": "ALBANY", "state": "NY", "zip": "12205", "phone": "5184383529"}}
As filed with the Securities and Exchange Commission on June 10, 1996.

                                                    File No. 33-
                                                                -----------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ---------------
                              IMAGEX SERVICES, INC.
               (Exact name of issuer as specified in its charter)

          Nevada                                             93-0933399
(State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                         Identification No.)

  80 Wolf Road, Suite 503
      Albany, New York                                        12205
(Address of principal executive offices)                    (Zip Code)

                                ---------------
                              CONSULTING AGREEMENT
                        WITH BLUE WATER CONSULTING, INC.

                            CLIENT SERVICE AGREEMENT
                        WITH BROAD STREET MARKETING, INC.
                          ----------------------------
                            (Full title of the plan)
                                ---------------
                          Andrew F. Capoccia, President
                             80 Wolf Road, Suite 503
                             Albany, New York 12205
                          Telephone No.: (518) 438-3529
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200
                                ---------------
CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate    Amount of
Title of securities   Amount to be     price per   offering   registration
 to be registered     registered(1)    share(1)    price(1)      fee (1)
================================================================================

Common Stock           1,000,000
($.001 par value)        shares        $0.31       $310,000      $106.90

================================================================================

(1)      Pursuant to Rule  457(h),  the maximum  offering  price was  calculated
         based  upon the  average  of the bid and asked  price of the  Company's
         Common Stock on the OTC Bulletin Board on June 7, 1996.

                                        2
IMAGEX SERVICES, INC.

         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

               Form S-8 Item Number        
                   and Caption                       Caption in Prospectus
               -------------------                   ---------------------     
 1.   Forepart of Registration State-                Facing Page of Registration
      ment and Outside Front Cover                   Statement and Cover Page of
      Page of Prospectus                             Prospectus

 2.   Inside Front and Outside Back                  Inside Cover Page of Pro-
      Cover Pages of Prospectus                      spectus and Outside Cover
                                                     Page of Prospectus

 3.   Summary Information, Risk Fac-                 Not Applicable
      tors and Ratio of Earnings to
      Fixed Charges

 4.   Use of Proceeds                                Not Applicable

 5.   Determination of Offering Price                Not Applicable

 6.   Dilution                                       Not Applicable

 7.   Selling Security Holders                       Sales by Selling Security
                                                     Holders

 8.   Plan of Distribution                           Cover Page of Prospectus
                                                     and Sales by Selling
                                                     Security Holders

 9.   Description of Securities to be                Description of Securities;
      Registered                                     Consulting Agreements

10.   Interests of Named Experts and                 Legal Matters
      Counsel

11.   Material Changes                               Not Applicable

12.   Incorporation of Certain Infor-                Incorporation of Certain
      mation by Reference                            Documents by Reference

13.   Disclosure of Commission Posi-                 Indemnification of Direc-
      tion on Indemnification for                    tors and Officers; Under-
      Securities Act Liabilities                     takings

                                        3
PROSPECTUS
                              IMAGEX SERVICES, INC.

                        1,000,000 Shares of Common Stock
                                ($.001 par value)

                Issued Pursuant to the Exercise of Options under
                       the Company's Consulting Agreements
                        with Blue Water Consulting, Inc.
                        and Broad Street Marketing, Inc.

         This Prospectus is part of a Registration  Statement which registers an
aggregate  of  1,000,000  shares of Common  Stock,  $.001 par value (such shares
being referred to as the "Shares"),  of Imagex Services,  Inc. (the "Company" or
"Imagex")  which  have  been  issued  as set  forth  herein,  to (i) Blue  Water
Consulting,  Inc.,  a consultant  to the Company  ("Blue  Water")  pursuant to a
written  Consulting  Agreement  dated May 20, 1996 (the "Blue  Water  Consulting
Agreement"), providing for the issuance of 700,000 of such Shares and (ii) Broad
Street Marketing, Inc., a consultant to the Company ("Broad Street") pursuant to
a written  Client  Service  Agreement  dated May 20,  1996  (the  "Broad  Street
Consulting  Agreement")  providing for the issuance of 600,000  shares of Common
Stock of the Company,  including 300,000 shares of Common Stock included in this
Prospectus. Blue Water and Broad Street, which consultants are both under common
ownership,  may be sometimes  collectively referred to as the "Consultants," and
the Blue Water Consulting  Agreement and the Broad Street  Consulting  Agreement
may be collectively referred to as the "Consulting Agreements." In addition, the
Consultants, in their capacity as selling shareholders,  may sometimes hereafter
be  collectively  referred  to as the  "Selling  Security  Holders."  All of the
Options  are being  issued to the  Consultants  pursuant  to written  consulting
agreements.  The Company has been advised by the Selling  Security  Holders that
they  may  sell  all or a  portion  of the  Shares  from  time  to  time  in the
over-the-counter market, in negotiated transactions, directly or through brokers
or otherwise,  and that such Shares will be sold at market prices  prevailing at
the time of such sales or at negotiated prices, and the Company will not receive
any proceeds from such sales.

         No person has been authorized by the Company to give any information or
to make any  representation  other than as contained in this Prospectus,  and if
given or made,  such  information or  representation  must not be relied upon as
having been  authorized by the Company.  Neither the delivery of this Prospectus
nor any  distribution  of the Shares  issuable under the terms of the Consulting
Agreements shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.
                              -------------------
       THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                              -------------------
         THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

                  The date of this Prospectus is June 7, 1996.

                                        4
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the  Securities  and Exchange  Commission  (the  "Commission").  Reports,  proxy
statements and other  information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549.  Copies of this material can also be obtained at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Company's  Common  Stock is traded on the OTC  Bulletin  Board  under the symbol
"IMXS."

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended (the  "Act"),  with respect to the resale of up to an aggregate of up to
1,000,000  shares of the Company's  Common Stock, to be issued to Consultants of
the  Company  pursuant  to  written  Consulting  Agreements  with  Imagex.  This
Prospectus,  which  is  Part  I of the  Registration  Statement,  omits  certain
information  contained in the Registration  Statement.  For further  information
with respect to the Company and the shares of the Common  Stock  offered by this
Prospectus,  reference  is made to the  Registration  Statement,  including  the
exhibits  thereto.  Statements  in this  Prospectus  as to any  document are not
necessarily  complete,  and  where  any  such  document  is an  exhibit  to  the
Registration  Statement  or is  incorporated  by  reference  herein,  each  such
statement  is qualified  in all  respects by the  provisions  of such exhibit or
other  document,  to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement,  with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon  payment  of the  fees  prescribed  by the  rules  and  regulations  of the
Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995.

         2.       The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1996.

                                        5
3.       All reports and documents filed by the Company pursuant to
Section  13,  14 or  15(d)  of  the  Exchange  Act,  prior  to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
respective  date of filing of such  documents.  Any  statement  incorporated  by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.  Any statement modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute part of this Prospectus.

         The Company hereby undertakes to provide without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests  for such  copies  should be directed to  Corporate  Secretary,  Imagex
Services, Inc., 80 Wolf Road, Suite 503, Albany, New York 12205.

 

                                       6
THE COMPANY

General

         Imagex  Services,  Inc.  ("Imagex" or the "Company")  was  incorporated
under  the laws of the  State of Nevada  on July 23,  1986 as  Balloonies,  Inc.
("BI"). BI acquired its present operating subsidiary, Unicare Services, Inc., in
a  reverse  acquisition  on June 28,  1993  and BI  changed  its name to  Imagex
Services,  Inc. upon such  acquisition.  Unicare was formed to begin the present
medical  diagnostic  service  business  of  the  Company  and  had  no  material
pre-acquisition activities. Imagex' wholly-owned subsidiaries, Unicare Services,
Inc. and Rome Magnetic  Associates,  Inc., which conduct business as Unicare and
Rome are referred to herein as "Unicare  and Rome" and Imagex,  Unicare and Rome
are herein  referred to  collectively  as the  "Company".  Unicare and Rome were
incorporated  under  the laws of the  State of New  York on April  16,  1993 and
August 3, 1993, respectively.

Operations

         The Company provides medical  diagnostic  services directly to patients
through  contracting  physicians,  health maintenance  organizations,  preferred
provider organizations, trade unions, physician groups, clinics as well as other
forms of group  health  plan  providers  (individually  or  collectively  "Group
Plans").  The  Company  enters  into  agreements  with local Group Plans for the
development and operation of individual Centers in specific  geographical areas.
Currently  the  Company  is  negotiating   with  several  Group  Plans  for  the
development  and  operation  of  Centers  in New York  State and North and South
Carolina.

         The Centers are designed to provide diagnostic services at reduced cost
for the  insured  member  patients.  Prices  are  generally  below the  existing
respective  regional market prices for similar  diagnostic  services  offered by
others.

         The Company's operations had been severely limited due to the effect of
a judgment obtained by General Electric Company against the Company. The Company
and General  Electric  negotiated a  settlement  on February 8, 1996 whereby the
Company returned the 1.5 Vectra Tesla MRI unit and obtained a $700,000 credit to
be applied to reduce the $1,400,000 settlement. The balance due General Electric
is payable over a two year  period.  An order vacating its judgment was filed in
May, 1996. The Company expects to continue to meet its monthly obligations under
the lease for the 0.5 Tesla MRI unit located at Rome pursuant to the settlement.

Administration of Group Plan Centers

         In the event the  Company  terminates  any Group  Plan  agreements  for
specific defaults, the Company is expected to generally retainthe right to

                                        7
International Opportunities

         The  Company is  planning to develop  three  Centers in Bolivia.  These
Centers  are  expected to pioneer  one of the first MRI  diagnostic  services in
Bolivia.  Centers are currently  being planned in Los Pas  (Bolivia's  capital),
Santa Cruz and Cochabamba.

Teleradiology

         Through a  teleradiology  venture,  the  Company is planning to provide
electronic  linkup  through  American  Telemedia  International  to  all  of its
Centers, both in the United States and abroad, having the diagnostic images read
via teleradiology  directly at Massachusetts General Hospital under the auspices
of the Company's  consulting  radiologist-physician  and Harvard  Medical School
professor, Dr. Kenneth Davis.

Consulting Agreements

         On May 20, 1996, the Company  entered into a Consulting  Agreement with
Blue Water  Consulting,  Inc.  which augments a previous  Management  Consulting
Agreement with Blue Water which was entered into on March 11, 1996.  Pursuant to
the terms of the Blue Water Consulting Agreement, the Company agreed to issue to
Blue Water 700,000  shares of Common Stock of the Company in  consideration  for
consulting services to be provided to the Company over an  anticipated  12-month
period commencing as  of the date of the agreement.  Blue  Water is wholly-owned
by  Mr. Greg  Paige,  who  is the sole officer and director of Blue Water.  Blue
Water will provide a predominant portion of its time during various periods over
the term of the Consulting Agreement. Supplementing various phases of activities
previously  performed  and  currently  being  undertaken  under  the  Management
Consulting  Agreement,  and based on the perceived  success and effectiveness of
services  rendered under the Management  Consulting  Agreement,  Blue Water will
provide  the  following  enumerated  services:  (i)  further develop and enhance
of current operations and recommendations with regard to additional services and
geographic and service expansion;  (ii) research,  evaluation, due diligence and
negotiations with respect to strategic  partners,  joint ventures, acquisitions,
merger  candidates  and  other  venture  partners;   (iii)  evaluate, introduce,
negotiate  and  facilitate  the sources of credit, banking relations and related
financial  opportunities;   (iv)  negotiate  and  assist  the  Company  in terms
of developing  sources for additional  equipment  purchases,  leases,  and asset
acquisitions  supporting or augmenting  the Company's  current  operations;  (v)
evaluate,  perform due diligence and assist the Company in  negotiating  various
contracts  for the  provision  of the  Company's  products  and  services;  (vi)
evaluate, make recommendations, locate service providers, additional consultants
and products in order to achieve technology upgrades for the Company's product

                                        9
and service lines; and (vii) evaluate and develop  additional sales programs and
enhancement of existing market programs and new account development.

         On May 20,  1996,  the  Company  also  entered  into a  Client  Service
Agreement with Broad Street Marketing, Inc. Previously,  the Company had entered
into a Marketing  Consulting  Agreement  dated March 11, 1996 with Broad Street.
Under the terms of the Client Service Agreement,  the Company agreed to issue to
Broad Street 600,000 shares of Common Stock of the Company in consideration  for
consulting  services to be provided to the Company over an  anticipated  6-month
period, commencing at the date of the Client Service Agreement.  Under the terms
of  that  Agreement,  300,000  shares  of  Common  Stock  are  included  in this
Prospectus  while the remaining  300,000 shares of Common Stock are not included
in this  prospectus  based on the agreed upon allocation by Broad Street and the
Company of that portion of the Shares  attributable  to promotion of interest in
the  Common  Stock  of the  Company  and  those  Shares  attributable  to  other
consulting services. Broad Street is also wholly-owned by Mr. Greg Paige, who is
the sole  officer  and  director  of Broad  Street.  Broad  Street has agreed to
provide  at  various  phases  over the term of the Client  Service  Agreement  a
predominant  portion  of its time in  fulfillment  of the needs of the  Company.
Under the terms of the Client Service  Agreement,  Broad Street will provide the
following  enumerated  services:  (i)  evaluate of the entire administrative and
personnel infrastructure of the Company; (ii) recommend a program to develop and
enhance the Company's human resources;  (iii) evaluate and make  recommendations
regarding  the  retaining of  consultants  and  professional  service  providers
including the Company's lawyers,  auditors,  public relations firm and financial
advisors; (iv) evaluate,  undertake background examinations,  recruit and assist
the Company in the selection and  employment of Board of Directors'  candidates,
key  executives  and other  management  personnel;  (v) advise the Company  with
regard to the maximization of its financial  resources and assist the Company in
attracting   capital   from  the   financial   markets   and   other   financial
intermediaries;  (vi) review and analyze all aspects of the Company's  financial
goals and make  recommendations on feasibility and achievement of desired goals;
(vii)  review  of  all  of the  general  information  and  recent  filings  with
regulatory authorities and produce a corporate profile in brokerage style format
for use in general  circulation in the financial  community;  (viii) establish a
basis for a network of firms and  brokers  interested  in  participating  in the
Company's  securities  and schedule and conduct the  necessary due diligence and
obtain the required  approvals  necessary  for such firms to  participate;  (ix)
interview  and make  determinations  as to any firms or brokers  referred to the
Company  with regard to their  participation;  and (x) assist the Company and be
available to field any calls from firms and brokers inquiring about the Company

                                       10
The  Selling  Security  Holders  intend to sell all or a portion of the
Shares  from  time to  time  in the  over-the-counter  market  or in  negotiated
transactions  at market prices  prevailing at the time or at negotiated  prices,
and the Company will not receive any of the proceeds from such sales.

Federal Income Tax Effects

         Common stock issued to a consultant in connection with the  performance
of services must be included in gross income of the consultant,  to  the  extent
such  issuance  is  for  less  than  fair  market value, based on the difference
between the price  actually  paid and the fair market value of the shares in the
first  taxable  year  in  which  the  shares  are  issued  and  not subject to a
"substantial risk of forfeiture".  A substantial risk of forfeiture exists where
rights and property  that have  been  transferred are  conditioned,  directly or
indirectly,  upon  the  future  performance (or  refraining from performance) of
substantial services by any person, or the occurrence of any  condition  related
to the purpose of the transfer, and the possibility of forfeiture is substantial
if such condition is not satisfied.  Common stock received by a participant  who
is  subject  to  the  short-swing  profit  recovery rule of Section 16(b) of the
Securities Exchange Act of 1934 is  considered  subject to a substantial risk of
forfeiture so long as the sale  of  such  property at a profit could subject the
participant  to suit under that  action.  Nevertheless,  such  holder  may elect
within 30 days after the date of receipt to recognize  ordinary income as of the
date of receipt.  Inasmuch as the  receipt  of  the  shares was not subject to a
substantial  risk of  forfeiture, the  recipient of the shares in lieu of salary
will be  required to include in gross income the fair market value of the shares
at the time of receipt.

Restrictions Under Securities Laws

         The sale of the Shares  must be made in  compliance  with  federal  and
state securities laws.  Officers,  directors and 10% or greater  stockholders of
the Company, as well as certain other persons or parties who may be deemed to be
"affiliates" of the Company under the Federal  Securities Laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITY HOLDERS

         The  following  table  sets  forth  the  name of the  Selling  Security
Holders, the amount of shares of Common Stock held directly or indirectly by the
Selling  Security  Holders,  the maximum  amount of shares of Common Stock to be
offered by the Selling Security Holders,  the amount of Common Stock to be owned
by the Selling  Security  Holders  following sale of such shares of Common Stock

                                11
and the percentage of shares of Common Stock to be owned by the Selling Security
Holders  following  completion of such offering  (based on 12,969,460  shares of
Common Stock of the Company outstanding at April 30, 1996).

                                                                    Percentage
                                                    Shares to be    to be Owned
Name of Selling     Number of      Shares to        Owned After        After
Security Holder   Shares Owned     be Offered          Offering       Offering
- ---------------   ------------     ----------          --------       --------

Blue Water
 Consulting, Inc.    700,000         700,000              -0-            --

Broad Street
 Marketing, Inc.     600,000         300,000            300,000          2.3%

                            DESCRIPTION OF SECURITIES

         The Company is currently authorized to issue up to 25,000,000 shares of
Common  Stock,  $.001 par value  per  share,  of which  12,969,460  shares  were
outstanding  as of April 30,  1996.  The  Company is  authorized  to issue up to
5,000,000  shares of Preferred Stock,  $.001 par value per share,  none of which
were outstanding as of April 30, 1996.

Common Stock

         Subject  to the  dividend  rights of the  holders of  preferred  stock,
holders of shares of Common  Stock are  entitled to share,  on a ratable  basis,
such dividends as may be declared by the Board of Directors out of funds legally
available therefor. Upon liquidation,  dissolution or winding up of the Company,
after  payment  to  creditors  and  holders  of  preferred  stock  that  may  be
outstanding,  the assets of the Company  will be divided pro rata on a per share
basis among the holders of the Common Stock.

         Each share of Common Stock  entitles  the holders  thereof to one vote.
Holders of Common Stock do not have  cumulative  voting  rights which means that
the holders of more than 50% of the shares  voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event,  the
holders of the  remaining  shares will not be able to elect any  Directors.  The
By-Laws  of  the  Company  require  that  only a  majority  of  the  issued  and
outstanding  shares  of  Common  Stock of the  Company  need be  represented  to
constitute a quorum and to transact  business at a  stockholders'  meeting.  The
Common Stock has no  preemptive,  subscription  or conversion  rights and is not
redeemable by the Company.

Preferred Stock

         The  Board of  Directors  is  authorized  to issue the  authorized  and
unissued  preferred  stock in one or more  series,  to fix or alter the  rights,

                                       12
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The  documents  listed in (a)  through  (d) below are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

                  (a)      The Registrant's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1995.

                  (b)      The Company's Quarterly Report on Form 10-QSB for
the quarterly period ended March 31, 1996.

                  (c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.

                  (d) The  description  of the Common Stock of the Company which
is contained in a Registration Statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.

Item 4.           Description of Securities
- -------           -------------------------

         The class of securities to be offered  hereby is not  registered  under
Section 12(g) of the Securities  Exchange Act of 1934, as amended. A description
of the Company's  securities is set forth in the Annual Report incorporated as a
part of this Registration Statement.

Item 5.           Interests of Named Experts and Counsel
- -------           --------------------------------------

         Not Applicable.

                                        i
Item 6.           Indemnification of Directors and Officers
- -------           -----------------------------------------

The  Company's  Bylaws  and the  Nevada  General  Corporation  Law  provide  for
indemnification of directors and officers against certain liabilities.  Officers
and directors of the Company are indemnified generally against expenses actually
and  reasonably  incurred  in  connection  with  proceedings,  whether  civil or
criminal  provided that it is determined that they acted in good faith, were not
found guilty in any  criminal  matter and had  reasonable  cause to believe that
their conduct was not unlawful.

         The Company's  Certificate  of  Incorporation  further  provides that a
director of the Company shall not be personally  liable for monetary  damages to
the Company or its  shareholders for breach of any fiduciary duty as a director,
except for liability (i) for any breach of the director's duty or loyalty to the
Company or its  stockholders;  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (iii) for
the unlawful  payments of dividends or stock  redemption  by the Company or (iv)
for any  transaction  from  which the  director  derives  an  improper  personal
benefit.

Item 7.           Exemption from Registration Claimed
- -------           -----------------------------------

         Inasmuch as the  Consultants  who  received  the Options of the Company
were  knowledgeable,  sophisticated and had access to comprehensive  information
relevant to the Company,  such  transaction  was  undertaken  in reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent to such grant,  the Consultants were required to express an investment
intent  and  consent to the  imprinting  of a  restrictive  legend on each stock
certificate  to be received from the Company  except upon sale of the underlying
shares of Common Stock pursuant to a registration statement.

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

Exhibit                             Description
- -------                             -----------

(4)(a)            Consulting Agreement with Blue Water Consulting, Inc.

(4)(b)            Client Service Agreement with Broad Street Marketing,
                  Inc.

(5)               Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating
                  to the issuance of shares of securities pursuant to the
                  above Consulting Agreements

(23.1)            Consent of Atlas, Pearlman, Trop & Borkson, P.A. included
                  in the opinion filed as exhibit (5) hereto

(23.2)            Consent of independent certified public accountants

                                       ii
Item 9.           Undertakings
- -------           ------------

         (1)      The undersigned Registrant hereby undertakes:

                  (a) To file, during any period in which offerings 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;

                  (b) That, for the purposes of determining  any liability under
the  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; and

                  (c) 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.

         (2) The undersigned  Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  Directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       iii
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form S- 8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Albany and the State of New York, on the 6th day
of June, 1996.

                                            IMAGEX SERVICES, INC.

                                            By:/s/Andrew F. Capoccia
                                               -------------------------    
                                               Andrew F. Capoccia
                                               President and
                                               Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

    Signature                          Title                        Date
    ---------                          -----                        ----

                                 President, Principal
                                 Executive Officer,
                                 Principal Financial
                                 and Accounting Officer
/s/Andrew F. Capoccia            and Director                    June 6, 1996
- ---------------------
Andrew F. Capoccia

                                       iv