AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 2004
                                                      Registration No. 333-88491
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-1
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              GLOBAL MATRECHS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                                    
             DELAWARE                            7371                      58-2153309
  (STATE OR OTHER JURISDICTION       (PRIMARY STANDARD INDUSTRIAL       (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)     CLASSIFICATION CODE NUMBER)     IDENTIFICATION NUMBER)


                           90 GROVE STREET, SUITE 201
                          RIDGEFIELD, CONNECTICUT 06877
                                 (203) 431-6665
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                                MICHAEL SHEPPARD
         PRESIDENT, CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER AND
                             CHIEF FINANCIAL OFFICER
                              GLOBAL MATRECHS, INC.
                           90 GROVE STREET, SUITE 201
                          RIDGEFIELD, CONNECTICUT 06877
                                 (203) 431-6665
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

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

                                   COPIES TO:
                             DAVID A. BROADWIN, ESQ.
                                 FOLEY HOAG LLP
                              155 SEAPORT BOULEVARD
                           BOSTON, MASSACHUSETTS 02210
                            TELEPHONE: (617) 832-1000
                            FACSIMILE: (617) 832-7000

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

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



     We registered 1,777,812 shares of our common stock under this registration
statement for resale by the stockholders named in the registration statement. We
hereby remove from registration all of the shares of common stock registered
under this registration statement which have not been sold as of the time of
filing of this Post-Effective Amendment No. 1.





























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                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the town of Ridgefield, state of
Connecticut, on October 8, 2004.



                                 Global Matrechs, Inc.



                                 By: /s/ Michael Sheppard 
                                     ----------------------------     
                                     Michael Sheppard
                                     President, Chief Executive Officer, Chief
                                     Operating Officer, Chief Financial Officer























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