As filed with the Securities and Exchange Commission on May 6, 2004

                                              Registration No. 333-

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

                       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
incorporation or organization)                                IdentificationNo.)

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

                                 (617) 536-2070
     (Telephone number, including area code, of Principal Executive Offices)

Non-Qualified Stock Option Agreement dated as of February 20, 2004 by and among
U.S. Telesis Holdings, Inc. and Nicholas Rigopulos and Letter Agreement dated as
            of July 28, 2003 by and among U.S. Telesis Holdings, Inc.
                            and Jules Benge Prag IV
                            (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
                                 (212) 704-6000


<PAGE>



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.

<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                167,000 shares (2)          $0.03(4)            $5010.00(4)            $0.63
value $0.001 per share
----------------------------- ------------------------- -------------------- --------------------- -----------------
Common Stock, par value          200,000 shares (3)
$0.001 per share                                             $0.07 (5)          $14,000.00 (5)          $1.77
----------------------------- ------------------------- -------------------- --------------------- -----------------
Total                              367,000 shares                                                       $2.40
----------------------------- ------------------------- -------------------- --------------------- -----------------
</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)  167,000 shares of common stock exercised pursuant to a Non-Qualified Stock
     Option Agreement dated as of February 20, 2004 by and among Nicholas
     Rigopulos and U.S. Telesis Holdings, Inc.
(3)  200,000 shares of common stock issued as compensation for services rendered
     pursuant to a Letter Agreement dated as of July 28, 2003 by and among U.S.
     Telesis Holdings, Inc. and Jules Benge Prag IV.
(4)  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.
(5)  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 bid and asked prices of the common stock of U.S. Telesis
     Holdings, Inc. as reported on the OTC Bulletin Board.

<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 February
20, 2004 by and among U.S. Telesis Holdings, Inc. and Nicholas Rigopulos and a
Letter Agreement dated as of July 28, 2003 by and among U.S. Telesis Holdings,
Inc. and Jules Benge Prag IV.


<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

                         367,000 Shares of Common Stock
                           (par value $.001 per share)

                           U.S. Telesis Holdings, Inc.

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


     The selling stockholders of U.S. Telesis Holdings, Inc. listed on page 6 of
this prospectus are offering for sale up to 367,000 shares of common stock of
U.S. Telesis Holdings, Inc. under this prospectus.

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

     The selling stockholders 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 stockholders.


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

                OTC Bulletin Board Common Stock Symbol: "FHON.OB"
       -------------------------------------------------------------------


     On May 5, 2004 the closing sale price of our common stock on the OTC
Bulletin Board was $0.07.

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 May 6, 2004


<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
Selling Stockholders .........................................................6
Plan of Distribution..........................................................7
Description of Securities ....................................................8
Indemnification of Officers and Directors.....................................8
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
167,000 shares of common stock of U.S. Telesis Holdings, Inc. Jules Benge Prag
IV, PhD., our Secretary, is offering for sale up to 200,000 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
<PAGE>

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.

                                      -2-
<PAGE>

Telesis Holdings, Inc. This would result in a shift in control from our
shareholders to the merging company's shareholders.

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.   Annual Report on Form 10-KSB (File No. 000-50299) for the fiscal
               year ended December 31, 2003;

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

          4.   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.

                                      -4-
<PAGE>

     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.

                           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 May 6, 2004.








                                      -5-
<PAGE>

                                 USE OF PROCEEDS

         The selling stockholders are selling all of the shares covered by this
prospectus for their 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 stockholders.

                              SELLING STOCKHOLDERS

         The shares covered by this prospectus were issued to the selling
stockholders pursuant to a Non-Qualified Stock Option Agreement dated as of
February 20, 2004, approved by the board of directors on February 19, 2004 and a
Letter Agreement dated as of July 28, 2003, approved by the board of directors
on July 28, 2003. The issuance of the shares to the selling stockholders 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
stockholders' ownership of shares of our common stock as of May 6, 2004, and is
adjusted to reflect the sale of the shares. Information concerning the selling
stockholders may change from time to time.

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

<TABLE>
<CAPTION>
                                      Shares of                                   Shares of Common Stock Owned
                                     Common Stock           Shares of                after the Offering (1)
Name of Selling Stockholder         Owned Prior to        Common Stock       ----------------- --- -----------------
                                       Offering            to be Sold            Number               Percent
---------------------------------- -----------------     ----------------    -----------------     -----------------
<S>                                     <C>                    <C>            <C>                     <C>
Nicholas Rigopulos, Chief               1,573,125              167,000        1,573,125                13.9%
Executive Officer

Jules Benge Prag IV, Secretary            215,000              200,000          215,000                 1.9%

Total                                   1,788,125              367,000        1,788,125                15.9%
</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.

                                      -6-
<PAGE>

                              PLAN OF DISTRIBUTION

         We are registering the shares of common stock on behalf of the selling
stockholders. 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.

         The selling stockholders and their successors, including their
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 stockholders 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.

                                      -7-
<PAGE>

                            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 May 6, 2004, there are 11,280,476 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.


                    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.

                                      -8-
<PAGE>

                                  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 Annual Report on Form 10-KSB (File No. 000-50299) (filed on March 11,
2004) for the fiscal year ended December 31, 2003, have been so incorporated in
reliance on the report of Vitale, Caturano & Company P.C., 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 February 20, 2004 by
          and among U.S. Telesis Holdings, Inc. and Nicholas Rigopulos

*4.04     Letter Agreement dated as of July 28, 2003 by and among U.S. Telesis
          Holdings, Inc. and Jules Benge Prag IV

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

*23.01    Consent of Vitale, Caturano & Company P.C.


                                      -10-
<PAGE>

*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.

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 6th day
of May, 2004.


                                        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 6th day of May, 2004.

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


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


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




                                      -13-
<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 February 20, 2004 by
          and among U.S. Telesis Holdings, Inc. and Nicholas Rigopulos

*4.04     Letter Agreement dated as of July 28, 2003 by and among U.S. Telesis
          Holdings, Inc. and Jules Benge Prag IV

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

*23.01    Consent of Vitale, Caturano & Company P.C.

*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.


                                       E-1
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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": "333-115241", "film-number": "04785807"}, "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 May 6, 2004

                                              Registration No. 333-

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

                       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
incorporation or organization)                                IdentificationNo.)

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

                                 (617) 536-2070
     (Telephone number, including area code, of Principal Executive Offices)

Non-Qualified Stock Option Agreement dated as of February 20, 2004 by and among
U.S. Telesis Holdings, Inc. and Nicholas Rigopulos and Letter Agreement dated as
            of July 28, 2003 by and among U.S. Telesis Holdings, Inc.
                            and Jules Benge Prag IV
                            (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
                                 (212) 704-6000
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                167,000 shares (2)          $0.03(4)            $5010.00(4)            $0.63
value $0.001 per share
----------------------------- ------------------------- -------------------- --------------------- -----------------
Common Stock, par value          200,000 shares (3)
$0.001 per share                                             $0.07 (5)          $14,000.00 (5)          $1.77
----------------------------- ------------------------- -------------------- --------------------- -----------------
Total                              367,000 shares                                                       $2.40
----------------------------- ------------------------- -------------------- --------------------- -----------------
----------

(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)  167,000 shares of common stock exercised pursuant to a Non-Qualified Stock
     Option Agreement dated as of February 20, 2004 by and among Nicholas
     Rigopulos and U.S. Telesis Holdings, Inc.
(3)  200,000 shares of common stock issued as compensation for services rendered
     pursuant to a Letter Agreement dated as of July 28, 2003 by and among U.S.
     Telesis Holdings, Inc. and Jules Benge Prag IV.
(4)  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.
(5)  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 bid and asked prices of the common stock of U.S. Telesis
     Holdings, Inc. as reported on the OTC Bulletin Board.
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 February
20, 2004 by and among U.S. Telesis Holdings, Inc. and Nicholas Rigopulos and a
Letter Agreement dated as of July 28, 2003 by and among U.S. Telesis Holdings,
Inc. and Jules Benge Prag IV.
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

                         367,000 Shares of Common Stock
                           (par value $.001 per share)

                           U.S. Telesis Holdings, Inc.

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

     The selling stockholders of U.S. Telesis Holdings, Inc. listed on page 6 of
this prospectus are offering for sale up to 367,000 shares of common stock of
U.S. Telesis Holdings, Inc. under this prospectus.

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

     The selling stockholders 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 stockholders.

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

                OTC Bulletin Board Common Stock Symbol: "FHON.OB"
       -------------------------------------------------------------------

     On May 5, 2004 the closing sale price of our common stock on the OTC
Bulletin Board was $0.07.

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 May 6, 2004
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
Selling Stockholders .........................................................6
Plan of Distribution..........................................................7
Description of Securities ....................................................8
Indemnification of Officers and Directors.....................................8
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
167,000 shares of common stock of U.S. Telesis Holdings, Inc. Jules Benge Prag
IV, PhD., our Secretary, is offering for sale up to 200,000 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.

                                      -2-
Telesis Holdings, Inc. This would result in a shift in control from our
shareholders to the merging company's shareholders.

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.   Annual Report on Form 10-KSB (File No. 000-50299) for the fiscal
               year ended December 31, 2003;

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

          4.   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.

                                      -4-
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.

                           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 May 6, 2004.

                                      -5-
USE OF PROCEEDS

         The selling stockholders are selling all of the shares covered by this
prospectus for their 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 stockholders.

                              SELLING STOCKHOLDERS

         The shares covered by this prospectus were issued to the selling
stockholders pursuant to a Non-Qualified Stock Option Agreement dated as of
February 20, 2004, approved by the board of directors on February 19, 2004 and a
Letter Agreement dated as of July 28, 2003, approved by the board of directors
on July 28, 2003. The issuance of the shares to the selling stockholders 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
stockholders' ownership of shares of our common stock as of May 6, 2004, and is
adjusted to reflect the sale of the shares. Information concerning the selling
stockholders may change from time to time.

         The information in the table concerning the selling stockholders who
may offer shares hereunder from time to time is based on information provided to
us by such stockholders.
Shares of                                   Shares of Common Stock Owned
                                     Common Stock           Shares of                after the Offering (1)
Name of Selling Stockholder         Owned Prior to        Common Stock       ----------------- --- -----------------
                                       Offering            to be Sold            Number               Percent
---------------------------------- -----------------     ----------------    -----------------     -----------------
Nicholas Rigopulos, Chief               1,573,125              167,000        1,573,125                13.9%
Executive Officer

Jules Benge Prag IV, Secretary            215,000              200,000          215,000                 1.9%

Total                                   1,788,125              367,000        1,788,125                15.9%
-----------------

(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.

                                      -6-
PLAN OF DISTRIBUTION

         We are registering the shares of common stock on behalf of the selling
stockholders. 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.

         The selling stockholders and their successors, including their
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 stockholders 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.

                                      -7-
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 May 6, 2004, there are 11,280,476 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.

                    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.

                                      -8-
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 Annual Report on Form 10-KSB (File No. 000-50299) (filed on March 11,
2004) for the fiscal year ended December 31, 2003, have been so incorporated in
reliance on the report of Vitale, Caturano & Company P.C., 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 February 20, 2004 by
          and among U.S. Telesis Holdings, Inc. and Nicholas Rigopulos

*4.04     Letter Agreement dated as of July 28, 2003 by and among U.S. Telesis
          Holdings, Inc. and Jules Benge Prag IV

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

*23.01    Consent of Vitale, Caturano & Company P.C.

                                      -10-
*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.

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 6th day
of May, 2004.

                                        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 6th day of May, 2004.

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

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

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

                                      -13-
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 February 20, 2004 by
          and among U.S. Telesis Holdings, Inc. and Nicholas Rigopulos

*4.04     Letter Agreement dated as of July 28, 2003 by and among U.S. Telesis
          Holdings, Inc. and Jules Benge Prag IV

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

*23.01    Consent of Vitale, Caturano & Company P.C.

*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.

                                       E-1