As Filed with the Securities and Exchange Commission on October 8, 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)

   Non-Qualified Stock Option Agreement dated as of July 30, 2003 by and among
               U.S. Telesis Holdings, Inc. and Nicholas Rigopulos
                            (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: From time to time
after this Registration Statement becomes effective, as determined by market
conditions.

<PAGE>

|_| If the only  securities  being  registered  on this form are  being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box.

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

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

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

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

<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         1,000,000 shares          $.004(2)             $4,000(2)             $.32
----------------------------- ------------------------- -------------------- --------------------- -----------------
Total                         1,000,000 shares                                                     $.32
----------------------------- ------------------------- -------------------- --------------------- -----------------
</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)  Estimated solely for the purpose of calculating the registration fee on the
     basis of,  pursuant to Rule 457(h)(1) of the  Securities  Act, the price at
     which the options may be exercised.



<PAGE>


                                EXPLANATORY NOTE
                       ___________________________________

The prospectus filed as part of this Registration Statement has been prepared in
accordance  with the  requirements  of Part I of Form S-3  pursuant  to  General
Instruction  C of Form  S-8 and may be used for  reoffers  and  resales  of U.S.
Telesis  Holdings,  Inc.'s  common  stock to be acquired  by the  persons  named
therein pursuant to a Non-Qualified  Stock Option Agreement dated as of July 30,
2003 by and among U.S. Telesis Holdings, Inc. and Nicholas Rigopulos.


<PAGE>


THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE  SECURITIES AND IS NOT SEEKING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                           ___________________________

                                   PROSPECTUS

                        1,000,000 SHARES OF COMMON STOCK
                           (par value $.001 per share)

                           U.S. TELESIS HOLDINGS, INC.

                           ___________________________

         The selling stockholder of U.S. Telesis Holdings, Inc. listed on page 6
of this  prospectus is offering for sale up to 1,000,000  shares of common stock
of U.S. Telesis Holdings, Inc. under this prospectus.

         The selling  stockholder may offer his shares through public or private
transactions,  at prevailing market prices, or at privately  negotiated  prices.
See "Plan of Distribution".

         The selling  stockholder  will receive all of the net proceeds from the
resale of the shares.  Accordingly,  we will not receive any  proceeds  from the
resale of the  shares.  We have  agreed  to bear the  expenses  relating  to the
registration of the shares,  other than brokerage  commissions and expenses,  if
any, which will be paid by the selling stockholder.

                     ---------------------------------------
                     Pink Sheets Common Stock Symbol: "FHON"
                     ---------------------------------------

         On October 7, 2003 the  closing  sale price of our common  stock on the
Pink Sheets was $0.175.

THIS INVESTMENT  INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD  CAREFULLY  CONSIDER
THE FACTORS  DESCRIBED  UNDER THE CAPTION "RISK FACTORS"  BEGINNING ON PAGE 1 OF
THIS PROSPECTUS.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS APPROVED OR DISAPPROVED  OF THESE  SECURITIES,  OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 THE DATE OF THIS PROSPECTUS IS OCTOBER 7, 2003


<PAGE>


                                TABLE OF CONTENTS

Summary.....................................................................1
Risk Factors................................................................1
Where You Can Find More Information About Us................................4
Forward Looking Statements..................................................5
Use of Proceeds.............................................................6
Dilution....................................................................6
Selling Stockholder ........................................................6
Plan of Distribution........................................................7
Description of Securities ..................................................8
Indemnification of Officers and Directors...................................9
Legal Matters...............................................................9
Experts ....................................................................9




                                      -i-
<PAGE>


                                     SUMMARY

CORPORATE INFORMATION

U.S. Telesis Holdings, Inc., formerly U.S. Telesis, Inc., was incorporated under
the laws of the State of Delaware  on August 25,  1998.  Our current  address is
P.O. Box 415 Boston,  MA 02117.  We have two officers  and  directors,  Nicholas
Rigopulos, Chief Executive Officer, and Jules Benge Prag IV, PhD., Secretary.

WE ARE A BLANK CHECK "SHELL"  COMPANY  SUBJECT TO RULE 419 OF THE SECURITIES ACT
OF 1933, AS AMENDED.

U.S. Telesis Holdings, Inc. was organized to provide diverse  telecommunications
products  and  services  to the  small  and  medium  business  community  in the
southeastern  United States and to develop a niche market  strategy of reselling
long distance  services  ("switchless  services") to the electrical  cooperative
community.  These  services were  anticipated  to include 1 + calling,  operator
assisted  calling,  and debit card usage. As a result of the dramatic decline in
the telecommunications  industry, we abandoned our business objective to provide
such telecommunications products and services.

We have not had revenues  from  operations in each of the last two fiscal years.
Our sole source of revenue during the last two fiscal years was interest income.
We can give no assurance  that we can achieve,  sustain or increase  revenues or
profitability in the future.

Our present  plan is to identify  and  complete a merger or  acquisition  with a
private entity whose  business  presents an  opportunity  for our  stockholders.
Management will review and evaluate  business  ventures for possible  mergers or
acquisitions.  We have not yet entered  into any  agreement,  nor do we have any
commitment  or  understanding  to  enter  into  or  become  engaged  in  such  a
transaction, as of the date of this prospectus.

THE OFFERING.

Nicholas  Rigopulos,  our Chief  Executive  Officer,  is offering for sale up to
1,000,000 shares of common stock of U.S. Telesis Holdings, Inc.

                                  RISK FACTORS

The  securities  offered  are highly  speculative  in nature and  involve a high
degree of risk.  They should be purchased only by persons who can afford to lose
their entire investment.  Therefore,  each prospective investor should, prior to
purchase, consider very carefully the following risk factors among other things,
as well as all other information set forth in this prospectus.

DUE TO CERTAIN  CONSTRAINTS,  MANAGEMENT  BELIEVES  THAT THE SCOPE AND NUMBER OF
SUITABLE  MERGER  CANDIDATES  AVAILABLE TO U.S.  TELESIS  HOLDINGS,  INC. MAY BE
LIMITED.

We have no day-to-day operations at the present time. Our officers and directors
devote limited time and attention to the affairs of U.S. Telesis Holdings,  Inc.
Management has adopted a conservative  policy of seeking  opportunities  that it

<PAGE>

considers to be of exceptional  quality.  As a result of that policy we may have
to wait  some  time  before  consummating  a  suitable  transaction.  Management
recognizes that the higher the standards it imposes upon itself, the greater may
its competitive  disadvantages  be when vying with other acquiring  interests or
entities.  We do not intend to  restrict  our  consideration  to any  particular
business  or industry  segment,  and we may  consider,  among  others,  finance,
brokerage, insurance, transportation,  communications, research and development,
biotechnology,  service,  natural resources,  manufacturing or  high-technology.
However,  due to our  limited  financial  resources,  the  scope  and  number of
suitable candidate  business ventures  available is limited,  and most likely we
will  not be able  to  participate  in  more  than a  single  business  venture.
Accordingly, it is anticipated that we will not be able to diversify, but may be
limited  to one merger or  acquisition.  This lack of  diversification  will not
permit us to offset  potential  losses  from one  business  opportunity  against
profits from another.

POTENTIAL DETERMINATION BY THE SECURITIES AND EXCHANGE COMMISSION THAT WE ARE AN
INVESTMENT  COMPANY COULD CAUSE  SIGNIFICANT  REGISTRATION  AND COMPLIANCE COSTS
UNDER THE SECURITIES ACT.

In the  event we engage  in  business  combinations  that  result in us  holding
passive  investment  interests  in a  number  of  entities,  we  could  be under
regulation of the  Investment  Company Act of 1940.  In such event,  we would be
required  to register  as an  investment  company and could be expected to incur
significant  registration  and  compliance  costs.  We have  obtained  no formal
determination  from the Securities  and Exchange  Commission as to the status of
U.S.  Telesis  Holdings,  Inc.  under the  Investment  Company  Act of 1940 and,
consequently,  any  violation of such Act would  subject us to material  adverse
consequences.

A SUCCESSFUL  MERGER OR ACQUISITION  WITH ANOTHER  BUSINESS  ENTITY WILL, IN ALL
LIKELIHOOD,  RESULT IN A SIGNIFICANT SHIFT IN CONTROL FROM OUR MANAGEMENT TO THE
MERGING COMPANY'S MANAGEMENT.

A business  combination  involving the issuance of our common stock will, in all
likelihood,  result in shareholders of a private company obtaining a controlling
interest in U.S.  Telesis  Holdings,  Inc.  Any such  business  combination  may
require  management  to sell  or  transfer  all or a  portion  of  U.S.  Telesis
Holdings,  Inc.  common stock held by them, or resign as the sole members of the
board of directors  of U.S.  Telesis  Holdings,  Inc.  The  resulting  change in
control of U.S. Telesis Holdings, Inc. could result in removal of management and
a corresponding  reduction in or elimination of his  participation in the future
affairs of U.S. Telesis Holdings, Inc.

A SUCCESSFUL  MERGER OR ACQUISITION  WITH ANOTHER  BUSINESS  ENTITY WILL, IN ALL
LIKELIHOOD,  RESULT IN A SIGNIFICANT  SHIFT IN CONTROL FROM OUR  SHAREHOLDERS TO
THE MERGING COMPANY'S SHAREHOLDERS.

A business  combination  involving us and another  business  entity will, in all
likelihood,  result  in  U.S.  Telesis  Holdings,  Inc.  issuing  securities  to
shareholders  of the merging entity.  The issuance of previously  authorized and
unissued common stock of U.S. Telesis Holdings, Inc. would result in a reduction
in percentage  of shares owned by the present and  prospective  shareholders  of
U.S.  Telesis  Holdings,  Inc.  This would result in a shift in control from our
shareholders to the merging company's shareholders.



                                      -2-
<PAGE>


MANY  BUSINESS  DECISIONS  MADE  BY US  CAN  HAVE  MAJOR  TAX  CONSEQUENCES  AND
ASSOCIATED  RISKS  THAT COULD HURT THE VALUE OF AN  INVESTMENT  IN U.S.  TELESIS
HOLDINGS, INC.

Federal  and  state  tax  consequences   will,  in  all  likelihood,   be  major
considerations  in any business  combination we may undertake.  Currently,  such
transactions  may be  structured  so as to result in tax-free  treatment to both
companies,  pursuant to various federal and state tax  provisions.  We intend to
structure any business  combination  so as to minimize the federal and state tax
consequences  to  both  us and  the  target  entity.  However,  there  can be no
assurance that such business combination will meet the statutory requirements of
a tax-free  reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets.  A  non-qualifying  reorganization
could result in the  imposition of both federal and state taxes that may have an
adverse effect on both parties to the transaction.



                                      -3-
<PAGE>


                  WHERE YOU CAN FIND MORE INFORMATION ABOUT US

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange Commission.  You may read and
copy any document we file at the SEC's public reference room in Washington, D.C.
Please  call the SEC at  1-800-SEC-0330  for further  information  on the public
reference  room.  Our SEC  filings  are also  available  to the public  over the
Internet at the SEC's Website at "http://www.sec.gov."

         We have  filed  with the SEC a  registration  statement  on Form S-8 to
register the shares being offered.  This prospectus is part of that registration
statement  and,  as  permitted  by the SEC's  rules,  does not  contain  all the
information included in the registration statement. For further information with
respect  to us and our  common  stock,  you  should  refer  to the  registration
statement and to the exhibits and schedules  filed as part of that  registration
statement,  as well as the documents we have incorporated by reference which are
discussed  below.  You can  review  and copy  the  registration  statement,  its
exhibits  and  schedules,  as well as the  documents  we  have  incorporated  by
reference, at the public reference facilities maintained by the SEC as described
above. The  registration  statement,  including its exhibits and schedules,  are
also available on the SEC's web site.

         This prospectus may contain  summaries of contracts or other documents.
Because they are summaries,  they will not contain all of the  information  that
may be important to you. If you would like complete information about a contract
or  other  document,  you  should  read  the copy  filed  as an  exhibit  to the
registration statement.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be a part of this  prospectus,  and information that we file later
with the SEC  will  automatically  update  or  supersede  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
will  make  with  the SEC  under  Sections  13(a),  13(c),  14 or  15(d)  of the
Securities Exchange Act of 1934, as amended:

         1.       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);

         2.       Quarterly  Reports on Form 10-QSB (File No. 000-50299) for the
                  quarter ended June 30, 2003; and

         3.       The   description  of  the  common  stock   contained  in  the
                  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.

         You may request a copy of these  filings,  at no cost,  by writing U.S.
Telesis  Holdings,  Inc.,  P.O.  Box 415,  Boston,  MA 02117,  Attention:  Chief
Executive Officer.


                                      -4-
<PAGE>

                           FORWARD LOOKING STATEMENTS

         This  prospectus  contains  certain  forward-looking  statements  which
involve substantial risks and uncertainties.  These  forward-looking  statements
can generally be identified  because the context of the statement includes words
such as "may," "will," "expect," "anticipate," "intend," "estimate," "continue,"
"believe,"  or other  similar  words.  Similarly,  statements  that describe our
future plans,  objectives  and goals are also  forward-looking  statements.  Our
factual results,  performance or achievements could differ materially from those
expressed or implied in these forward-looking  statements as a result of certain
factors,  including  those  listed  in  "Risk  Factors"  and  elsewhere  in this
prospectus.

         WE HAVE NOT AUTHORIZED  ANY DEALER,  SALESPERSON OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR TO REPRESENT  ANYTHING NOT CONTAINED IN THIS PROSPECTUS.
YOU MUST NOT RELY ON ANY  UNAUTHORIZED  INFORMATION.  THIS  PROSPECTUS  DOES NOT
OFFER TO SELL OR BUY ANY SHARES IN ANY  JURISDICTION  WHERE IT IS UNLAWFUL.  THE
INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF OCTOBER 7, 2003.



                                      -5-
<PAGE>


                                 USE OF PROCEEDS

         The selling  stockholder  is selling all of the shares  covered by this
prospectus  for his own  account.  Accordingly,  we will not  receive any of the
proceeds  from the resale of the  shares.  We have  agreed to bear the  expenses
relating to the registration of the shares, other than brokerage commissions and
expenses, if any, which will be paid by the selling stockholder.

                                    DILUTION

         As of October 7, 2003 we had issued and outstanding  10,538,476  shares
of common  stock.  At that date,  there were an additional  2,272,000  shares of
common stock reserved for possible future issuances as follows:

         o        warrants to purchase  1,136,000 shares at a price of $0.03 per
                  share; and

         o        warrants to purchase  1,136,000 shares at a price of $0.05 per
                  share.

         Upon the exercise of the warrants,  the 2,272,000  shares which will be
issued will be deemed "restricted  securities" and may be sold under Rule 144 of
the  Securities  Act of 1933, as amended.  Rule 144 permits sales of "restricted
securities"  by any person,  whether or not an affiliate of the issuer,  after a
one year holding period.  At that time,  sales can be made subject to the Rule's
volume  and other  limitations  and after  two years by  non-affiliates  without
adhering to Rule 144's volume or other limitations.  In general,  an "affiliate"
is a person with the power to manage and direct our policies. The SEC has stated
that,  generally,  executive  officers  and  directors  of an entity  are deemed
affiliates of the issuing entity.

                               SELLING STOCKHOLDER

         The  shares  covered  by this  prospectus  were  issued to the  selling
stockholder  pursuant to a Non-Qualified Stock Option Agreement dated as of July
30, 2003,  approved by the board of directors on July 28, 2003.  The issuance of
the shares to the selling  stockholder  did not require  registration  under the
Securities  Act in reliance upon the  exemption  from  registration  afforded by
Section 4(2) thereof.

         The  following  table lists certain  information  regarding the selling
stockholder's ownership of shares of our common stock as of October 7, 2003, and
is  adjusted  to reflect  the sale of the  shares.  Information  concerning  the
selling stockholder may change from time to time.

         The information in the table concerning the selling stockholder who may
offer shares hereunder from time to time is based on information  provided to us
by such stockholder.



                                      -6-
<PAGE>

<TABLE>
<CAPTION>

                                      Shares of                                   Shares of Common Stock Owned
                                     Common Stock           Shares of                 after the Offering (1)
                                    Owned Prior to        Common Stock            ----------------------------
Name of Selling Stockholder            Offering            to be Sold             Number               Percent
---------------------------         --------------     -------------------        ----------------------------
<S>                                    <C>                 <C>                    <C>                    <C>
Nicholas Rigopulos, Chief              406,125             1,000,000              1,406,125              13.3%
Executive Officer

Total                                  406,125             1,000,000              1,406,125              13.3%
</TABLE>

----------

(1)      Assumes that all of the shares of common stock offered  hereby are sold
         and no other shares of common stock are sold during the offering.

                              PLAN OF DISTRIBUTION

         We are  registering the shares of common stock on behalf of the selling
stockholder.  The shares of common stock may be sold in one or more transactions
at fixed  prices,  at  prevailing  market  prices at the time of sale, at prices
related to the  prevailing  market prices,  at varying prices  determined at the
time of sale,  or at negotiated  prices.  These sales may be effected at various
times  in one or  more of the  following  transactions,  or in  other  kinds  of
transactions:

         o        transactions on the New York Stock Exchange or on any national
                  securities   exchange  or  U.S.   inter-dealer   system  of  a
                  registered national securities association on which our common
                  stock may be listed or quoted at the time of sale;

         o        in the over-the-counter market;

         o        in private  transactions  and  transactions  otherwise than on
                  these exchanges or systems or in the over-the-counter market;

         o        in connection with short sales of the shares;

         o        by pledge to secure debt and other obligations;

         o        through the writing of options, whether the options are listed
                  on an options exchange or otherwise;

         o        in   connection   with   the   writing   of   non-traded   and
                  exchange-traded  call options,  in hedge  transactions  and in
                  settlement   of  other   transactions   in   standardized   or
                  over-the-counter options; or

         o        through a combination of any of the above transactions.



                                      -7-
<PAGE>

         The selling stockholder and its successors,  including its transferees,
pledgees or donees or their  successors,  may sell the common stock  directly to
purchasers or through  underwriters,  broker-dealers or agents,  who may receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
selling  stockholder  or  the  purchasers.   These  discounts,   concessions  or
commissions as to any particular  underwriter,  broker-dealer or agent may be in
excess of those customary in the types of transactions involved.

         In addition,  any securities  covered by this prospectus  which qualify
for sale pursuant to Rule 144 of the  Securities  Act may be sold under Rule 144
rather than pursuant to this prospectus.

                            DESCRIPTION OF SECURITIES

GENERAL

         We are authorized to issue up to 50,000,000 shares of common stock, par
value $.001 per share and up to 1,000,000  shares of preferred  stock, par value
$.001 per share. Further, reference is made to our Certificate of Incorporation,
as  Amended  and our  By-Laws  which  are  incorporated  by  reference  from our
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).

COMMON STOCK

         As of October 7, 2003, there are 10,538,476 shares of common stock, par
value $.001, issued and outstanding. We have not previously declared or paid any
dividends on our common stock and do not  anticipate  declaring any dividends in
the foreseeable future.

PREFERRED STOCK

         Currently,   there  are  no  shares  of   preferred   stock  issued  or
outstanding.  The preferred stock may be issued in one or more series, the terms
of which may be  determined  at the time of issuance by our board of  directors,
and  may  include  voting  rights,  preferences,   privileges  and  restrictions
pertaining to any wholly unissued series.  By resolution dated October 12, 1999,
we separately designated,  but did not issue, 8,000 shares of preferred stock as
Series A Redeemable  Convertible  Preferred  Stock with a stated value of $1,000
per share. The redemption price is $1,300 per share plus accumulated  dividends.
The shares are also  convertible into common stock calculated on a formula based
on the trading prices of the common stock.

COMMON STOCK PURCHASE WARRANTS

         Currently, there are 1,136,000 warrants outstanding which upon exercise
at a price per share equal to $0.03 would  result in the  issuance of  1,136,000
shares of our common stock and 1,136,000  additional  warrants  exercisable at a
price per share equal to $0.05. If exercised,  the warrants exercisable at $0.05
would result in the  issuance of an  additional  1,136,000  shares of our common
stock.



                                      -8-
<PAGE>

         We have the  right to call the  warrants  which can be  exercised  at a
price  per  share  equal to $0.03 if the  average  stock  price of U.S.  Telesis
Holdings,  Inc. is traded at a 20% premium in relation to the exercise price for
20 consecutive trading days.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 145 of the Delaware General Corporation Law allows a company to
indemnify its  directors and officers  against  expenses,  judgments,  fines and
amounts paid in settlement under the conditions and limitations described in the
law. Our certificate of  incorporation  authorizes us to indemnify our officers,
directors and other agents to the fullest extent permitted under Delaware law.

         Our  certificate  of  incorporation  provides  that a  director  is not
personally  liable for monetary  damages to us or our stockholders for breach of
his or her fiduciary duties as a director.  A director will be held liable for a
breach  of his or her  duty of  loyalty  to us or our  stockholders,  his or her
intentional  misconduct or willful violation of law, actions or inactions not in
good faith,  an unlawful  stock purchase or payment of a dividend under Delaware
law,  or  transactions  from which the  director  derives an  improper  personal
benefit.  This  limitation  of  liability  does not affect the  availability  of
equitable  remedies  against  the  director   including   injunctive  relief  or
rescission.

                                  LEGAL MATTERS

         The validity of the  securities  being offered  hereby was reviewed and
confirmed for us by Jenkens & Gilchrist Parker Chapin LLP, New York, New York.

                                     EXPERTS

         The financial  statements  incorporated in this prospectus by reference
from our 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) for the year
ended December 31, 2002,  have been so incorporated in reliance on the report of
BP Professional Group, LLP, independent  certified public accountants,  given on
the authority of said firm as experts in auditing and accounting.



                                      -9-
<PAGE>


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

Disclosed in the  prospectus  under "Where You Can Find More  Information  About
Us."

ITEM 4.   DESCRIPTION OF SECURITIES.

Disclosed in the prospectus under the same title.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Disclosed in the prospectus under the same title.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

All of the securities described herein were issued to an accredited investor, as
defined in Rule 501 of  Regulation D  promulgated  under the  Securities  Act of
1933, in reliance on the exemption from registration provided by Section 4(2) of
the Securities Act.

ITEM 8.  EXHIBITS.

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

4.01              Certificate  of  Incorporation,  as  Amended  of U.S.  Telesis
                  Holdings, Inc.(1)

4.02              By-Laws of U.S. Telesis Holdings, Inc.(1)

*4.03             Non-Qualified Stock Option Agreement dated as of July 30, 2003
                  by  and  among  U.S.  Telesis  Holdings,   Inc.  and  Nicholas
                  Rigopulos

*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)



                                      -10-
<PAGE>

*24.01            Power of attorney of certain  officers  and  directors of U.S.
                  Telesis  Holdings,  Inc.  (contained  in the  signature  page)


----------

(1)      Incorporated by reference is our  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.

ITEM 9.   UNDERTAKINGS.

(a) The undersigned, U.S. Telesis Holdings, Inc., 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 U.S.
Telesis  Holdings,  Inc.  pursuant  to  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  Registration
Statement.



                                      -11-
<PAGE>


         (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,  U.S. Telesis  Holdings,  Inc., hereby undertakes that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of U.S. Telesis Holdings,  Inc.'s annual report pursuant to Section 13(a)
or Section 15(d) of the Securities  Exchange Act of 1934 (and, where applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in  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 U.S.
Telesis Holdings,  Inc. pursuant to the foregoing provisions described in Item 6
above, or otherwise,  U.S. Telesis  Holdings,  Inc. 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 U.S. Telesis Holdings,  Inc. of expenses incurred or paid by
a director,  officer or controlling person of U.S. Telesis Holdings, Inc. 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,  U.S.  Telesis  Holdings,  Inc.  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.



                                      -12-
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  U.S.
Telesis Holdings,  Inc. 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 8th day
of October, 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 8th day of October, 2003.

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


/s/ Nicholas Rigopulos                    Chief Executive Officer and Director
-----------------------------
Nicholas Rigopulos


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

<PAGE>

                                 EXHIBIT INDEX

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

4.01              Certificate  of  Incorporation,  as  Amended  of U.S.  Telesis
                  Holdings, Inc.(1)

4.02              By-Laws of U.S. Telesis Holdings, Inc.(1)

*4.03             Non-Qualified Stock Option Agreement dated as of July 30, 2003
                  by  and  among  U.S.  Telesis  Holdings,   Inc.  and  Nicholas
                  Rigopulos

*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 U.S.
                  Telesis  Holdings,  Inc.  (contained  in the  signature  page)


----------

(1)      Incorporated by reference is our  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.
[{"type": "S-8", "sequence": "1", "filename": "d925787_1.txt", "description": "OCTOBER 2003", "secsgml_size_bytes": 42427}]
{"company-data": {"conformed-name": "US TELESIS HOLDINGS INC", "cik": "0001230802", "assigned-sic": "9995"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109567", "film-number": "03933624"}, "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 October 8, 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)

   Non-Qualified Stock Option Agreement dated as of July 30, 2003 by and among
               U.S. Telesis Holdings, Inc. and Nicholas Rigopulos
                            (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: From time to time
after this Registration Statement becomes effective, as determined by market
conditions.
|_| If the only  securities  being  registered  on this form are  being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box.

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

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

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

|_| If delivery of the  prospectus  is expected to be made pursuant to Rule 434,
please check the following box.
--------------------------------------------------------------------------------------------------------------------
                                          CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED             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         1,000,000 shares          $.004(2)             $4,000(2)             $.32
----------------------------- ------------------------- -------------------- --------------------- -----------------
Total                         1,000,000 shares                                                     $.32
----------------------------- ------------------------- -------------------- --------------------- -----------------
----------

(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)  Estimated solely for the purpose of calculating the registration fee on the
     basis of,  pursuant to Rule 457(h)(1) of the  Securities  Act, the price at
     which the options may be exercised.
EXPLANATORY NOTE
                       ___________________________________

The prospectus filed as part of this Registration Statement has been prepared in
accordance  with the  requirements  of Part I of Form S-3  pursuant  to  General
Instruction  C of Form  S-8 and may be used for  reoffers  and  resales  of U.S.
Telesis  Holdings,  Inc.'s  common  stock to be acquired  by the  persons  named
therein pursuant to a Non-Qualified  Stock Option Agreement dated as of July 30,
2003 by and among U.S. Telesis Holdings, Inc. and Nicholas Rigopulos.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE  SECURITIES AND IS NOT SEEKING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                           ___________________________

                                   PROSPECTUS

                        1,000,000 SHARES OF COMMON STOCK
                           (par value $.001 per share)

                           U.S. TELESIS HOLDINGS, INC.

                           ___________________________

         The selling stockholder of U.S. Telesis Holdings, Inc. listed on page 6
of this  prospectus is offering for sale up to 1,000,000  shares of common stock
of U.S. Telesis Holdings, Inc. under this prospectus.

         The selling  stockholder may offer his shares through public or private
transactions,  at prevailing market prices, or at privately  negotiated  prices.
See "Plan of Distribution".

         The selling  stockholder  will receive all of the net proceeds from the
resale of the shares.  Accordingly,  we will not receive any  proceeds  from the
resale of the  shares.  We have  agreed  to bear the  expenses  relating  to the
registration of the shares,  other than brokerage  commissions and expenses,  if
any, which will be paid by the selling stockholder.

                     ---------------------------------------
                     Pink Sheets Common Stock Symbol: "FHON"
                     ---------------------------------------

         On October 7, 2003 the  closing  sale price of our common  stock on the
Pink Sheets was $0.175.

THIS INVESTMENT  INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD  CAREFULLY  CONSIDER
THE FACTORS  DESCRIBED  UNDER THE CAPTION "RISK FACTORS"  BEGINNING ON PAGE 1 OF
THIS PROSPECTUS.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS APPROVED OR DISAPPROVED  OF THESE  SECURITIES,  OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 THE DATE OF THIS PROSPECTUS IS OCTOBER 7, 2003
TABLE OF CONTENTS

Summary.....................................................................1
Risk Factors................................................................1
Where You Can Find More Information About Us................................4
Forward Looking Statements..................................................5
Use of Proceeds.............................................................6
Dilution....................................................................6
Selling Stockholder ........................................................6
Plan of Distribution........................................................7
Description of Securities ..................................................8
Indemnification of Officers and Directors...................................9
Legal Matters...............................................................9
Experts ....................................................................9

                                      -i-
SUMMARY

CORPORATE INFORMATION

U.S. Telesis Holdings, Inc., formerly U.S. Telesis, Inc., was incorporated under
the laws of the State of Delaware  on August 25,  1998.  Our current  address is
P.O. Box 415 Boston,  MA 02117.  We have two officers  and  directors,  Nicholas
Rigopulos, Chief Executive Officer, and Jules Benge Prag IV, PhD., Secretary.

WE ARE A BLANK CHECK "SHELL"  COMPANY  SUBJECT TO RULE 419 OF THE SECURITIES ACT
OF 1933, AS AMENDED.

U.S. Telesis Holdings, Inc. was organized to provide diverse  telecommunications
products  and  services  to the  small  and  medium  business  community  in the
southeastern  United States and to develop a niche market  strategy of reselling
long distance  services  ("switchless  services") to the electrical  cooperative
community.  These  services were  anticipated  to include 1 + calling,  operator
assisted  calling,  and debit card usage. As a result of the dramatic decline in
the telecommunications  industry, we abandoned our business objective to provide
such telecommunications products and services.

We have not had revenues  from  operations in each of the last two fiscal years.
Our sole source of revenue during the last two fiscal years was interest income.
We can give no assurance  that we can achieve,  sustain or increase  revenues or
profitability in the future.

Our present  plan is to identify  and  complete a merger or  acquisition  with a
private entity whose  business  presents an  opportunity  for our  stockholders.
Management will review and evaluate  business  ventures for possible  mergers or
acquisitions.  We have not yet entered  into any  agreement,  nor do we have any
commitment  or  understanding  to  enter  into  or  become  engaged  in  such  a
transaction, as of the date of this prospectus.

THE OFFERING.

Nicholas  Rigopulos,  our Chief  Executive  Officer,  is offering for sale up to
1,000,000 shares of common stock of U.S. Telesis Holdings, Inc.

                                  RISK FACTORS

The  securities  offered  are highly  speculative  in nature and  involve a high
degree of risk.  They should be purchased only by persons who can afford to lose
their entire investment.  Therefore,  each prospective investor should, prior to
purchase, consider very carefully the following risk factors among other things,
as well as all other information set forth in this prospectus.

DUE TO CERTAIN  CONSTRAINTS,  MANAGEMENT  BELIEVES  THAT THE SCOPE AND NUMBER OF
SUITABLE  MERGER  CANDIDATES  AVAILABLE TO U.S.  TELESIS  HOLDINGS,  INC. MAY BE
LIMITED.

We have no day-to-day operations at the present time. Our officers and directors
devote limited time and attention to the affairs of U.S. Telesis Holdings,  Inc.
Management has adopted a conservative  policy of seeking  opportunities  that it
considers to be of exceptional  quality.  As a result of that policy we may have
to wait  some  time  before  consummating  a  suitable  transaction.  Management
recognizes that the higher the standards it imposes upon itself, the greater may
its competitive  disadvantages  be when vying with other acquiring  interests or
entities.  We do not intend to  restrict  our  consideration  to any  particular
business  or industry  segment,  and we may  consider,  among  others,  finance,
brokerage, insurance, transportation,  communications, research and development,
biotechnology,  service,  natural resources,  manufacturing or  high-technology.
However,  due to our  limited  financial  resources,  the  scope  and  number of
suitable candidate  business ventures  available is limited,  and most likely we
will  not be able  to  participate  in  more  than a  single  business  venture.
Accordingly, it is anticipated that we will not be able to diversify, but may be
limited  to one merger or  acquisition.  This lack of  diversification  will not
permit us to offset  potential  losses  from one  business  opportunity  against
profits from another.

POTENTIAL DETERMINATION BY THE SECURITIES AND EXCHANGE COMMISSION THAT WE ARE AN
INVESTMENT  COMPANY COULD CAUSE  SIGNIFICANT  REGISTRATION  AND COMPLIANCE COSTS
UNDER THE SECURITIES ACT.

In the  event we engage  in  business  combinations  that  result in us  holding
passive  investment  interests  in a  number  of  entities,  we  could  be under
regulation of the  Investment  Company Act of 1940.  In such event,  we would be
required  to register  as an  investment  company and could be expected to incur
significant  registration  and  compliance  costs.  We have  obtained  no formal
determination  from the Securities  and Exchange  Commission as to the status of
U.S.  Telesis  Holdings,  Inc.  under the  Investment  Company  Act of 1940 and,
consequently,  any  violation of such Act would  subject us to material  adverse
consequences.

A SUCCESSFUL  MERGER OR ACQUISITION  WITH ANOTHER  BUSINESS  ENTITY WILL, IN ALL
LIKELIHOOD,  RESULT IN A SIGNIFICANT SHIFT IN CONTROL FROM OUR MANAGEMENT TO THE
MERGING COMPANY'S MANAGEMENT.

A business  combination  involving the issuance of our common stock will, in all
likelihood,  result in shareholders of a private company obtaining a controlling
interest in U.S.  Telesis  Holdings,  Inc.  Any such  business  combination  may
require  management  to sell  or  transfer  all or a  portion  of  U.S.  Telesis
Holdings,  Inc.  common stock held by them, or resign as the sole members of the
board of directors  of U.S.  Telesis  Holdings,  Inc.  The  resulting  change in
control of U.S. Telesis Holdings, Inc. could result in removal of management and
a corresponding  reduction in or elimination of his  participation in the future
affairs of U.S. Telesis Holdings, Inc.

A SUCCESSFUL  MERGER OR ACQUISITION  WITH ANOTHER  BUSINESS  ENTITY WILL, IN ALL
LIKELIHOOD,  RESULT IN A SIGNIFICANT  SHIFT IN CONTROL FROM OUR  SHAREHOLDERS TO
THE MERGING COMPANY'S SHAREHOLDERS.

A business  combination  involving us and another  business  entity will, in all
likelihood,  result  in  U.S.  Telesis  Holdings,  Inc.  issuing  securities  to
shareholders  of the merging entity.  The issuance of previously  authorized and
unissued common stock of U.S. Telesis Holdings, Inc. would result in a reduction
in percentage  of shares owned by the present and  prospective  shareholders  of
U.S.  Telesis  Holdings,  Inc.  This would result in a shift in control from our
shareholders to the merging company's shareholders.

                                      -2-
MANY  BUSINESS  DECISIONS  MADE  BY US  CAN  HAVE  MAJOR  TAX  CONSEQUENCES  AND
ASSOCIATED  RISKS  THAT COULD HURT THE VALUE OF AN  INVESTMENT  IN U.S.  TELESIS
HOLDINGS, INC.

Federal  and  state  tax  consequences   will,  in  all  likelihood,   be  major
considerations  in any business  combination we may undertake.  Currently,  such
transactions  may be  structured  so as to result in tax-free  treatment to both
companies,  pursuant to various federal and state tax  provisions.  We intend to
structure any business  combination  so as to minimize the federal and state tax
consequences  to  both  us and  the  target  entity.  However,  there  can be no
assurance that such business combination will meet the statutory requirements of
a tax-free  reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets.  A  non-qualifying  reorganization
could result in the  imposition of both federal and state taxes that may have an
adverse effect on both parties to the transaction.

                                      -3-
WHERE YOU CAN FIND MORE INFORMATION ABOUT US

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange Commission.  You may read and
copy any document we file at the SEC's public reference room in Washington, D.C.
Please  call the SEC at  1-800-SEC-0330  for further  information  on the public
reference  room.  Our SEC  filings  are also  available  to the public  over the
Internet at the SEC's Website at "http://www.sec.gov."

         We have  filed  with the SEC a  registration  statement  on Form S-8 to
register the shares being offered.  This prospectus is part of that registration
statement  and,  as  permitted  by the SEC's  rules,  does not  contain  all the
information included in the registration statement. For further information with
respect  to us and our  common  stock,  you  should  refer  to the  registration
statement and to the exhibits and schedules  filed as part of that  registration
statement,  as well as the documents we have incorporated by reference which are
discussed  below.  You can  review  and copy  the  registration  statement,  its
exhibits  and  schedules,  as well as the  documents  we  have  incorporated  by
reference, at the public reference facilities maintained by the SEC as described
above. The  registration  statement,  including its exhibits and schedules,  are
also available on the SEC's web site.

         This prospectus may contain  summaries of contracts or other documents.
Because they are summaries,  they will not contain all of the  information  that
may be important to you. If you would like complete information about a contract
or  other  document,  you  should  read  the copy  filed  as an  exhibit  to the
registration statement.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be a part of this  prospectus,  and information that we file later
with the SEC  will  automatically  update  or  supersede  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
will  make  with  the SEC  under  Sections  13(a),  13(c),  14 or  15(d)  of the
Securities Exchange Act of 1934, as amended:

         1.       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);

         2.       Quarterly  Reports on Form 10-QSB (File No. 000-50299) for the
                  quarter ended June 30, 2003; and

         3.       The   description  of  the  common  stock   contained  in  the
                  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.

         You may request a copy of these  filings,  at no cost,  by writing U.S.
Telesis  Holdings,  Inc.,  P.O.  Box 415,  Boston,  MA 02117,  Attention:  Chief
Executive Officer.

                                      -4-
FORWARD LOOKING STATEMENTS

         This  prospectus  contains  certain  forward-looking  statements  which
involve substantial risks and uncertainties.  These  forward-looking  statements
can generally be identified  because the context of the statement includes words
such as "may," "will," "expect," "anticipate," "intend," "estimate," "continue,"
"believe,"  or other  similar  words.  Similarly,  statements  that describe our
future plans,  objectives  and goals are also  forward-looking  statements.  Our
factual results,  performance or achievements could differ materially from those
expressed or implied in these forward-looking  statements as a result of certain
factors,  including  those  listed  in  "Risk  Factors"  and  elsewhere  in this
prospectus.

         WE HAVE NOT AUTHORIZED  ANY DEALER,  SALESPERSON OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR TO REPRESENT  ANYTHING NOT CONTAINED IN THIS PROSPECTUS.
YOU MUST NOT RELY ON ANY  UNAUTHORIZED  INFORMATION.  THIS  PROSPECTUS  DOES NOT
OFFER TO SELL OR BUY ANY SHARES IN ANY  JURISDICTION  WHERE IT IS UNLAWFUL.  THE
INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF OCTOBER 7, 2003.

                                      -5-
USE OF PROCEEDS

         The selling  stockholder  is selling all of the shares  covered by this
prospectus  for his own  account.  Accordingly,  we will not  receive any of the
proceeds  from the resale of the  shares.  We have  agreed to bear the  expenses
relating to the registration of the shares, other than brokerage commissions and
expenses, if any, which will be paid by the selling stockholder.

                                    DILUTION

         As of October 7, 2003 we had issued and outstanding  10,538,476  shares
of common  stock.  At that date,  there were an additional  2,272,000  shares of
common stock reserved for possible future issuances as follows:

         o        warrants to purchase  1,136,000 shares at a price of $0.03 per
                  share; and

         o        warrants to purchase  1,136,000 shares at a price of $0.05 per
                  share.

         Upon the exercise of the warrants,  the 2,272,000  shares which will be
issued will be deemed "restricted  securities" and may be sold under Rule 144 of
the  Securities  Act of 1933, as amended.  Rule 144 permits sales of "restricted
securities"  by any person,  whether or not an affiliate of the issuer,  after a
one year holding period.  At that time,  sales can be made subject to the Rule's
volume  and other  limitations  and after  two years by  non-affiliates  without
adhering to Rule 144's volume or other limitations.  In general,  an "affiliate"
is a person with the power to manage and direct our policies. The SEC has stated
that,  generally,  executive  officers  and  directors  of an entity  are deemed
affiliates of the issuing entity.

                               SELLING STOCKHOLDER

         The  shares  covered  by this  prospectus  were  issued to the  selling
stockholder  pursuant to a Non-Qualified Stock Option Agreement dated as of July
30, 2003,  approved by the board of directors on July 28, 2003.  The issuance of
the shares to the selling  stockholder  did not require  registration  under the
Securities  Act in reliance upon the  exemption  from  registration  afforded by
Section 4(2) thereof.

         The  following  table lists certain  information  regarding the selling
stockholder's ownership of shares of our common stock as of October 7, 2003, and
is  adjusted  to reflect  the sale of the  shares.  Information  concerning  the
selling stockholder may change from time to time.

         The information in the table concerning the selling stockholder who may
offer shares hereunder from time to time is based on information  provided to us
by such stockholder.

                                      -6-
Shares of                                   Shares of Common Stock Owned
                                     Common Stock           Shares of                 after the Offering (1)
                                    Owned Prior to        Common Stock            ----------------------------
Name of Selling Stockholder            Offering            to be Sold             Number               Percent
---------------------------         --------------     -------------------        ----------------------------
Nicholas Rigopulos, Chief              406,125             1,000,000              1,406,125              13.3%
Executive Officer

Total                                  406,125             1,000,000              1,406,125              13.3%
----------

(1)      Assumes that all of the shares of common stock offered  hereby are sold
         and no other shares of common stock are sold during the offering.

                              PLAN OF DISTRIBUTION

         We are  registering the shares of common stock on behalf of the selling
stockholder.  The shares of common stock may be sold in one or more transactions
at fixed  prices,  at  prevailing  market  prices at the time of sale, at prices
related to the  prevailing  market prices,  at varying prices  determined at the
time of sale,  or at negotiated  prices.  These sales may be effected at various
times  in one or  more of the  following  transactions,  or in  other  kinds  of
transactions:

         o        transactions on the New York Stock Exchange or on any national
                  securities   exchange  or  U.S.   inter-dealer   system  of  a
                  registered national securities association on which our common
                  stock may be listed or quoted at the time of sale;

         o        in the over-the-counter market;

         o        in private  transactions  and  transactions  otherwise than on
                  these exchanges or systems or in the over-the-counter market;

         o        in connection with short sales of the shares;

         o        by pledge to secure debt and other obligations;

         o        through the writing of options, whether the options are listed
                  on an options exchange or otherwise;

         o        in   connection   with   the   writing   of   non-traded   and
                  exchange-traded  call options,  in hedge  transactions  and in
                  settlement   of  other   transactions   in   standardized   or
                  over-the-counter options; or

         o        through a combination of any of the above transactions.

                                      -7-
The selling stockholder and its successors,  including its transferees,
pledgees or donees or their  successors,  may sell the common stock  directly to
purchasers or through  underwriters,  broker-dealers or agents,  who may receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
selling  stockholder  or  the  purchasers.   These  discounts,   concessions  or
commissions as to any particular  underwriter,  broker-dealer or agent may be in
excess of those customary in the types of transactions involved.

         In addition,  any securities  covered by this prospectus  which qualify
for sale pursuant to Rule 144 of the  Securities  Act may be sold under Rule 144
rather than pursuant to this prospectus.

                            DESCRIPTION OF SECURITIES

GENERAL

         We are authorized to issue up to 50,000,000 shares of common stock, par
value $.001 per share and up to 1,000,000  shares of preferred  stock, par value
$.001 per share. Further, reference is made to our Certificate of Incorporation,
as  Amended  and our  By-Laws  which  are  incorporated  by  reference  from our
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).

COMMON STOCK

         As of October 7, 2003, there are 10,538,476 shares of common stock, par
value $.001, issued and outstanding. We have not previously declared or paid any
dividends on our common stock and do not  anticipate  declaring any dividends in
the foreseeable future.

PREFERRED STOCK

         Currently,   there  are  no  shares  of   preferred   stock  issued  or
outstanding.  The preferred stock may be issued in one or more series, the terms
of which may be  determined  at the time of issuance by our board of  directors,
and  may  include  voting  rights,  preferences,   privileges  and  restrictions
pertaining to any wholly unissued series.  By resolution dated October 12, 1999,
we separately designated,  but did not issue, 8,000 shares of preferred stock as
Series A Redeemable  Convertible  Preferred  Stock with a stated value of $1,000
per share. The redemption price is $1,300 per share plus accumulated  dividends.
The shares are also  convertible into common stock calculated on a formula based
on the trading prices of the common stock.

COMMON STOCK PURCHASE WARRANTS

         Currently, there are 1,136,000 warrants outstanding which upon exercise
at a price per share equal to $0.03 would  result in the  issuance of  1,136,000
shares of our common stock and 1,136,000  additional  warrants  exercisable at a
price per share equal to $0.05. If exercised,  the warrants exercisable at $0.05
would result in the  issuance of an  additional  1,136,000  shares of our common
stock.

                                      -8-
We have the  right to call the  warrants  which can be  exercised  at a
price  per  share  equal to $0.03 if the  average  stock  price of U.S.  Telesis
Holdings,  Inc. is traded at a 20% premium in relation to the exercise price for
20 consecutive trading days.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 145 of the Delaware General Corporation Law allows a company to
indemnify its  directors and officers  against  expenses,  judgments,  fines and
amounts paid in settlement under the conditions and limitations described in the
law. Our certificate of  incorporation  authorizes us to indemnify our officers,
directors and other agents to the fullest extent permitted under Delaware law.

         Our  certificate  of  incorporation  provides  that a  director  is not
personally  liable for monetary  damages to us or our stockholders for breach of
his or her fiduciary duties as a director.  A director will be held liable for a
breach  of his or her  duty of  loyalty  to us or our  stockholders,  his or her
intentional  misconduct or willful violation of law, actions or inactions not in
good faith,  an unlawful  stock purchase or payment of a dividend under Delaware
law,  or  transactions  from which the  director  derives an  improper  personal
benefit.  This  limitation  of  liability  does not affect the  availability  of
equitable  remedies  against  the  director   including   injunctive  relief  or
rescission.

                                  LEGAL MATTERS

         The validity of the  securities  being offered  hereby was reviewed and
confirmed for us by Jenkens & Gilchrist Parker Chapin LLP, New York, New York.

                                     EXPERTS

         The financial  statements  incorporated in this prospectus by reference
from our 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) for the year
ended December 31, 2002,  have been so incorporated in reliance on the report of
BP Professional Group, LLP, independent  certified public accountants,  given on
the authority of said firm as experts in auditing and accounting.

                                      -9-
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

Disclosed in the  prospectus  under "Where You Can Find More  Information  About
Us."

ITEM 4.   DESCRIPTION OF SECURITIES.

Disclosed in the prospectus under the same title.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Disclosed in the prospectus under the same title.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

All of the securities described herein were issued to an accredited investor, as
defined in Rule 501 of  Regulation D  promulgated  under the  Securities  Act of
1933, in reliance on the exemption from registration provided by Section 4(2) of
the Securities Act.

ITEM 8.  EXHIBITS.

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

4.01              Certificate  of  Incorporation,  as  Amended  of U.S.  Telesis
                  Holdings, Inc.(1)

4.02              By-Laws of U.S. Telesis Holdings, Inc.(1)

*4.03             Non-Qualified Stock Option Agreement dated as of July 30, 2003
                  by  and  among  U.S.  Telesis  Holdings,   Inc.  and  Nicholas
                  Rigopulos

*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)

                                      -10-
*24.01            Power of attorney of certain  officers  and  directors of U.S.
                  Telesis  Holdings,  Inc.  (contained  in the  signature  page)

----------

(1)      Incorporated by reference is our  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.

ITEM 9.   UNDERTAKINGS.

(a) The undersigned, U.S. Telesis Holdings, Inc., 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 U.S.
Telesis  Holdings,  Inc.  pursuant  to  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  Registration
Statement.

                                      -11-
(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,  U.S. Telesis  Holdings,  Inc., hereby undertakes that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of U.S. Telesis Holdings,  Inc.'s annual report pursuant to Section 13(a)
or Section 15(d) of the Securities  Exchange Act of 1934 (and, where applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in  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 U.S.
Telesis Holdings,  Inc. pursuant to the foregoing provisions described in Item 6
above, or otherwise,  U.S. Telesis  Holdings,  Inc. 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 U.S. Telesis Holdings,  Inc. of expenses incurred or paid by
a director,  officer or controlling person of U.S. Telesis Holdings, Inc. 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,  U.S.  Telesis  Holdings,  Inc.  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.

                                      -12-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  U.S.
Telesis Holdings,  Inc. 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 8th day
of October, 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 8th day of October, 2003.

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

/s/ Nicholas Rigopulos                    Chief Executive Officer and Director
-----------------------------
Nicholas Rigopulos

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

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

4.01              Certificate  of  Incorporation,  as  Amended  of U.S.  Telesis
                  Holdings, Inc.(1)

4.02              By-Laws of U.S. Telesis Holdings, Inc.(1)

*4.03             Non-Qualified Stock Option Agreement dated as of July 30, 2003
                  by  and  among  U.S.  Telesis  Holdings,   Inc.  and  Nicholas
                  Rigopulos

*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 U.S.
                  Telesis  Holdings,  Inc.  (contained  in the  signature  page)

----------

(1)      Incorporated by reference is our  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.