AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 2003

                                                     REGISTRATION NO. 333 -
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          U.S. Telesis Holdings, Inc.
             (Exact name of registrant as specified in its charter)

           Delaware                                     62-0201385
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                         P.O. Box 415 Boston, MA 02117
                    (Address of Principal Executive Offices)

   Consulting Agreements dated as of July 28, 2003 by and among U.S. Telesis
       Holdings, Inc. and Paul T. Mannion, Robert B. Prag and Yale Farar
                            (Full title of the plan)

                   Nicholas Rigopulos, Chief Executive Officer
                          U.S. Telesis Holdings, Inc.
                         P.O. Box 415 Boston, MA 02117
                     (Name and address of agent for service)

                                 (617) 536-2070
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                          Christopher S. Auguste, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
<PAGE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                          CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED             PROPOSED
                                                        MAXIMUM              MAXIMUM
TITLE OF                      AMOUNT                    OFFERING             AGGREGATE             AMOUNT OF
SECURITIES                    TO BE                     PRICE PER            OFFERING              REGISTRATION
TO BE REGISTERED              REGISTERED(1)             SHARE                PRICE                 FEE
----------------------------- ------------------------- -------------------- --------------------- -----------------
<S>                           <C>                       <C>                  <C>                   <C>
Common Stock, par
value $.001 per share         3,000,000 shares(2)       $.005(3)             $15,000.00(3)         $1.21
----------------------------- ------------------------- -------------------- --------------------- -----------------
Total                         3,000,000 shares                                                     $1.21
----------------------------- ------------------------- -------------------- --------------------- -----------------
</TABLE>

--------

(1)      Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
         "Securities Act"), the amount to be registered also covers additional
         securities that may be offered as a result of stock splits, stock
         dividends or similar transactions.

(2)      Includes 1,000,000 shares from each of the following three consulting
         agreements: Consulting Agreement dated as of July 28, 2003 by and among
         U.S. Telesis Holdings, Inc. and Paul T. Mannion, Consulting Agreement
         dated as of July 28, 2003 by and among U.S. Telesis Holdings, Inc. and
         Robert B. Prag and Consulting Agreement dated as of July 28, 2003 by
         and among U.S. Telesis Holdings, Inc. and Yale Farar.

(3)      Estimated solely for the purpose of calculating the registration fee on
         the basis of, pursuant to Rule 457(h)(1) and Rule 457(c) of the
         Securities Act, the average of the high and low prices of the Common
         Stock, par value .001, as reported on the OTC Bulletin Board.

<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed by U.S. Telesis Holdings, Inc. (the
"Registrant") with the Securities and Exchange Commission (Commission File No.
000-50299) pursuant to Sections 12(g) and 13(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act") are incorporated herein by reference:

         (a) The Registrant's Registration Statement on Form 10-SB (File No.
000-50299) (filed on May 29, 2003), as amended on Form 10-SB/A (filed on July
16, 2003);

         (b) The Registrant's Quarterly Reports on Form 10-QSB for the quarter
ended June 30, 2003; and

         (c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-SB (File No. 000-50299) (filed on
May 29, 2003), as amended on Form 10-SB/A (filed on July 16, 2003), including
any amendment or report filed for the purpose of updating such descriptions.

All documents filed subsequent to the date of this Registration Statement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and 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 this Registration Statement and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

<PAGE>

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of Delaware ("DGCL") provides that
directors, officers, employees or agents of Delaware corporations are entitled,
under certain circumstances, to be indemnified against expenses (including
attorneys' fees) and other liabilities actually and reasonably incurred by them
in connection with any suit brought against them in their capacity as a
director, officer, employee or agent, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful. Section 145 also
provides that directors, officers, employees and agents may also be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
them in connection with a derivative suit brought against them in their capacity
as such, if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
indemnification may be made without court approval if such person was adjudged
liable to the corporation.

Article Eighth of the Registrant's Certificate of Incorporation provides that a
director of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a director
except to the extent such exemption from liability or limitation thereof is not
permitted under the DGCL.

Article Ninth of the Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its officers, directors, employees and agents to the
extent permitted by the DGCL.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number            Description
------            -----------

4.01     Certificate of Incorporation, as Amended of the Registrant(1)

4.02     By-Laws of the Registrant(1)

*4.03    Consulting Agreement dated as of July 28, 2003 by and among the
         Registrant and Paul T. Mannion

*4.04    Consulting Agreement dated as of July 28, 2003 by and among the
         Registrant and Robert B. Prag


                                       2
<PAGE>

*4.05    Consulting Agreement dated as of July 28, 2003 by and among the
         Registrant and Yale Farar

*5.01    Opinion of Jenkens & Gilchrist Parker Chapin LLP, as to the legality of
         the Common Stock being offered

*23.01   Consent of BP Professional Group LLP

*23.02   Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in Exhibit
         5.01)

*24.01   Power of attorney of certain officers and directors of the Registrant
         (contained in the signature page)

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

(1)      Incorporated by reference is the Registrant's Registration Statement on
         Form 10-SB (File No. 000-50299) (filed on May 29, 2003), as amended on
         Form 10-SB/A (filed on July 16, 2003).

*        Filed herewith.

                                       3
<PAGE>


ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

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

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

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

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

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

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the


                                       4
<PAGE>

Securities Exchange Act of 1934) that is incorporated by reference in this
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.

(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
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.

                                       5
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Boston, state of Massachusetts, on the 15 day of
September, 2003.


                                               U.S. TELESIS HOLDINGS, INC.


                                               By: /s/ Nicholas Rigopulos
                                                  ------------------------------
                                                  Name: Nicholas Rigopulos
                                                  Title: Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature below
constitutes and appoints Nicholas Rigopulos his/her true and lawful
attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him/her and in his/her 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 other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent, 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
attorney-in-fact and agent or either of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 15 day of September, 2003.

         Signature                                      Title
         ---------                                      -----

  /s/ Jules Benge Prag                                Secretary
  ---------------------------
   Jules Benge Prag IV, PhD.

<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number   Description
------   -----------

4.01     Certificate of Incorporation, as Amended of the Registrant(1)

4.02     By-Laws of the Registrant(1)

*4.03    Consulting Agreement dated as of July 28, 2003 by and among the
         Registrant and Paul T. Mannion

*4.04    Consulting Agreement dated as of July 28, 2003 by and among the
         Registrant and Robert B. Prag

*4.05    Consulting Agreement dated as of July 28, 2003 by and among the
         Registrant and Yale Farar

*5.01    Opinion of Jenkens & Gilchrist Parker Chapin LLP, as to the legality of
         the Common Stock being offered

*23.01   Consent of BP Professional Group LLP

*23.02   Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in Exhibit
         5.01)

*24.01   Power of attorney of certain officers and directors of the Registrant
         (contained in the signature page)

______________
(1)      Incorporated by reference is the Registrant's Registration Statement on
         Form 10-SB (File No. 000-50299) (filed on May 29, 2003), as amended on
         Form 10-SB/A (filed on July 16, 2003).

*        Filed herewith.
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{"company-data": {"conformed-name": "US TELESIS HOLDINGS INC", "cik": "0001230802", "assigned-sic": "9995"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108800", "film-number": "03895327"}, "business-address": {"street1": "P.O. BOX 415", "city": "BOSTON", "state": "MA", "zip": "02117"}, "mail-address": {"street1": "P.O. BOX 415", "city": "BOSTON", "state": "MA", "zip": "02117"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 2003

                                                     REGISTRATION NO. 333 -
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          U.S. Telesis Holdings, Inc.
             (Exact name of registrant as specified in its charter)

           Delaware                                     62-0201385
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                         P.O. Box 415 Boston, MA 02117
                    (Address of Principal Executive Offices)

   Consulting Agreements dated as of July 28, 2003 by and among U.S. Telesis
       Holdings, Inc. and Paul T. Mannion, Robert B. Prag and Yale Farar
                            (Full title of the plan)

                   Nicholas Rigopulos, Chief Executive Officer
                          U.S. Telesis Holdings, Inc.
                         P.O. Box 415 Boston, MA 02117
                     (Name and address of agent for service)

                                 (617) 536-2070
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                          Christopher S. Auguste, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
--------------------------------------------------------------------------------------------------------------------
                                          CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED             PROPOSED
                                                        MAXIMUM              MAXIMUM
TITLE OF                      AMOUNT                    OFFERING             AGGREGATE             AMOUNT OF
SECURITIES                    TO BE                     PRICE PER            OFFERING              REGISTRATION
TO BE REGISTERED              REGISTERED(1)             SHARE                PRICE                 FEE
----------------------------- ------------------------- -------------------- --------------------- -----------------
Common Stock, par
value $.001 per share         3,000,000 shares(2)       $.005(3)             $15,000.00(3)         $1.21
----------------------------- ------------------------- -------------------- --------------------- -----------------
Total                         3,000,000 shares                                                     $1.21
----------------------------- ------------------------- -------------------- --------------------- -----------------
--------

(1)      Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
         "Securities Act"), the amount to be registered also covers additional
         securities that may be offered as a result of stock splits, stock
         dividends or similar transactions.

(2)      Includes 1,000,000 shares from each of the following three consulting
         agreements: Consulting Agreement dated as of July 28, 2003 by and among
         U.S. Telesis Holdings, Inc. and Paul T. Mannion, Consulting Agreement
         dated as of July 28, 2003 by and among U.S. Telesis Holdings, Inc. and
         Robert B. Prag and Consulting Agreement dated as of July 28, 2003 by
         and among U.S. Telesis Holdings, Inc. and Yale Farar.

(3)      Estimated solely for the purpose of calculating the registration fee on
         the basis of, pursuant to Rule 457(h)(1) and Rule 457(c) of the
         Securities Act, the average of the high and low prices of the Common
         Stock, par value .001, as reported on the OTC Bulletin Board.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed by U.S. Telesis Holdings, Inc. (the
"Registrant") with the Securities and Exchange Commission (Commission File No.
000-50299) pursuant to Sections 12(g) and 13(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act") are incorporated herein by reference:

         (a) The Registrant's Registration Statement on Form 10-SB (File No.
000-50299) (filed on May 29, 2003), as amended on Form 10-SB/A (filed on July
16, 2003);

         (b) The Registrant's Quarterly Reports on Form 10-QSB for the quarter
ended June 30, 2003; and

         (c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-SB (File No. 000-50299) (filed on
May 29, 2003), as amended on Form 10-SB/A (filed on July 16, 2003), including
any amendment or report filed for the purpose of updating such descriptions.

All documents filed subsequent to the date of this Registration Statement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and 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 this Registration Statement and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of Delaware ("DGCL") provides that
directors, officers, employees or agents of Delaware corporations are entitled,
under certain circumstances, to be indemnified against expenses (including
attorneys' fees) and other liabilities actually and reasonably incurred by them
in connection with any suit brought against them in their capacity as a
director, officer, employee or agent, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful. Section 145 also
provides that directors, officers, employees and agents may also be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
them in connection with a derivative suit brought against them in their capacity
as such, if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
indemnification may be made without court approval if such person was adjudged
liable to the corporation.

Article Eighth of the Registrant's Certificate of Incorporation provides that a
director of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a director
except to the extent such exemption from liability or limitation thereof is not
permitted under the DGCL.

Article Ninth of the Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its officers, directors, employees and agents to the
extent permitted by the DGCL.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number            Description
------            -----------

4.01     Certificate of Incorporation, as Amended of the Registrant(1)

4.02     By-Laws of the Registrant(1)

*4.03    Consulting Agreement dated as of July 28, 2003 by and among the
         Registrant and Paul T. Mannion

*4.04    Consulting Agreement dated as of July 28, 2003 by and among the
         Registrant and Robert B. Prag

                                       2
*4.05    Consulting Agreement dated as of July 28, 2003 by and among the
         Registrant and Yale Farar

*5.01    Opinion of Jenkens & Gilchrist Parker Chapin LLP, as to the legality of
         the Common Stock being offered

*23.01   Consent of BP Professional Group LLP

*23.02   Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in Exhibit
         5.01)

*24.01   Power of attorney of certain officers and directors of the Registrant
         (contained in the signature page)

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

(1)      Incorporated by reference is the Registrant's Registration Statement on
         Form 10-SB (File No. 000-50299) (filed on May 29, 2003), as amended on
         Form 10-SB/A (filed on July 16, 2003).

*        Filed herewith.

                                       3
ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

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

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

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

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

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

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the

                                       4
Securities Exchange Act of 1934) that is incorporated by reference in this
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.

(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
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.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Boston, state of Massachusetts, on the 15 day of
September, 2003.

                                               U.S. TELESIS HOLDINGS, INC.

                                               By: /s/ Nicholas Rigopulos
                                                  ------------------------------
                                                  Name: Nicholas Rigopulos
                                                  Title: Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature below
constitutes and appoints Nicholas Rigopulos his/her true and lawful
attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him/her and in his/her 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 other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent, 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
attorney-in-fact and agent or either of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 15 day of September, 2003.

         Signature                                      Title
         ---------                                      -----

  /s/ Jules Benge Prag                                Secretary
  ---------------------------
   Jules Benge Prag IV, PhD.
EXHIBIT INDEX

Exhibit
Number   Description
------   -----------

4.01     Certificate of Incorporation, as Amended of the Registrant(1)

4.02     By-Laws of the Registrant(1)

*4.03    Consulting Agreement dated as of July 28, 2003 by and among the
         Registrant and Paul T. Mannion

*4.04    Consulting Agreement dated as of July 28, 2003 by and among the
         Registrant and Robert B. Prag

*4.05    Consulting Agreement dated as of July 28, 2003 by and among the
         Registrant and Yale Farar

*5.01    Opinion of Jenkens & Gilchrist Parker Chapin LLP, as to the legality of
         the Common Stock being offered

*23.01   Consent of BP Professional Group LLP

*23.02   Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in Exhibit
         5.01)

*24.01   Power of attorney of certain officers and directors of the Registrant
         (contained in the signature page)

______________
(1)      Incorporated by reference is the Registrant's Registration Statement on
         Form 10-SB (File No. 000-50299) (filed on May 29, 2003), as amended on
         Form 10-SB/A (filed on July 16, 2003).

*        Filed herewith.