8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported):      October 15, 2004
                                                 -------------------------------

                              Majesco Holdings Inc.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

                   333-70663                             06-1529524
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           (Commission File Number)            (IRS Employer Identification No.)


  160 Raritan Center Parkway, Edison, New Jersey                     08837
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     (Address of Principal Executive Offices)                      (Zip Code)

                                 (732) 225-8910
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              (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



ITEM 8.01 - OTHER EVENTS

     This Current Report on Form 8-K is being filed for the sole purpose of
filing the agreements set forth as exhibits under Item 9.01 below.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c) The following exhibits are furnished with this report:

Exhibit No.    Description

10.1           First Amendment to the License Agreement by and between Namco
               Hometek Inc. and Majesco Sales Inc., dated January 7, 2003.*

10.2           Second Amendment to the License Agreement by and between Namco
               Hometek Inc. and Majesco Sales Inc., dated May 7, 2003.*

*    A Confidential Treatment Request for certain information in this document
     has been filed with the Securities and Exchange Commission. The information
     for which treatment has been sought has been deleted from such exhibit and
     the deleted text replaced by four asterisks [****].



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       Majesco Holdings Inc.
                                       (Registrant)


Date: October 15, 2004                 By: /s/ Carl J. Yankowski
                                           -------------------------
                                           Carl J. Yankowski
                                           Chief Executive Officer

EX-10.1

                                 FIRST AMENDMENT


         THIS FIRST AMENDMENT to the License Agreement dated July 2, 2002 (the
"Agreement") by and between NAMCO HOMETEK INC. ("NAMCO") and MAJESCO SALES, INC.
("Licensee") is entered into as of January 7, 2003.

         WHEREAS, NAMCO has licensed the Licensee the right to distribute and
sell video games known as "Namco Museum" and "Pac-Man Collection" (the "Licensed
Materials") for play on the Nintendo Game Boy Advance handheld video game
system.

         WHEREAS, NAMCO and Licensee agree to modify the Agreement as set forth
below.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the receipt and sufficiency of which are hereby acknowledged, NAMCO and
Licensee agree to amend the Agreement as follows:

         1.   Section 1(f) of the Agreement is modified to reflect that the per
              unit royalty rate for each unit of the Licensed Materials
              manufactured for or on behalf of Licensee shall be reduced from
              [****] to [****] per unit.

         2.   Licensee agrees that Namco's placement of orders for the Licensed
              Materials with Nintendo of America ("NOA") on behalf of Licensee
              shall be subject to Licensee providing Namco in advance with
              available funds that are equal to NOA's total invoice.

         3.   Except as otherwise expressly provided for above the Agreement
              shall remain unchanged.

         4.   This First Amendment to the Agreement may be signed in
              counterparts and shall not become effective until signed by both
              parties.

         IN WITNESS WHEREOF, the parties hereby agree to the terms and
conditions of this First Amendment to the Agreement as of the date first written
above.


NAMCO HOMETEK INC.                          MAJESCO SALES, INC.

By:_____________________________            By:____________________________

Printed Name:___________________            Printed Name:__________________

Title:__________________________            Title:_________________________



[*] Confidential portion omitted and filed separately with the Securities
    Exchange Commission.

EX-10.2

                                SECOND AMENDMENT


         THIS SECOND AMENDMENT to the License Agreement dated July 2, 2002 (the
"Agreement") by and between NAMCO HOMETEK INC. ("NAMCO") and MAJESCO SALES, INC.
("Licensee") is entered into as of May 7, 2003.

         WHEREAS, NAMCO has licensed the Licensee the right to distribute and
sell video games known as "Namco Museum" and "Pac-Man Collection" (the "Licensed
Materials") for play on the Nintendo Game Boy Advance handheld video game
system.

         WHEREAS, NAMCO and Licensee agree to modify the Agreement as set forth
below.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the receipt and sufficiency of which are hereby acknowledged, NAMCO and
Licensee agree to amend the Agreement as follows:

         1.   Majesco has notified NAMCO that Majesco has the opportunity to
              run a discount sales program for the Titles for at approximately
              "$[****]" through [****],[****] and other major retailers (the
              "$[****] Sale").

         2.   For the $[****] Sale only, the parties agree that Majesco shall
              pay NAMCO a royalty payment of $[****] for each unit of the
              Licensed Materials manufactured by Nintendo of America for
              one-way distribution only to [****],[****] and other major
              retailers with guaranteed sales of [****] units.

         3.   For all sales of the Licensed Materials not associated with the
              $[****] Sale, the parties reaffirm that Section 1(f) of the
              Agreement was modified to reflect that the per unit royalty rate
              for each unit of the Licensed Materials manufactured for or on
              behalf of Licensee shall be [****] per unit.

         4.   Except as otherwise expressly provided for above the Agreement
              shall remain unchanged.

         5.   This Second Amendment to the Agreement may be signed in
              counter-parts and shall not become effective until signed by both
              parties.

         IN WITNESS WHEREOF, the parties hereby agree to the terms and
conditions of this Second Amendment to the Agreement as of the date first
written above.


NAMCO HOMETEK INC.                                   MAJESCO SALES, INC.

By:_____________________________            By:____________________________

Printed Name:___________________            Printed Name:__________________

Title:__________________________            Title:_________________________


[*] Confidential portion omitted and filed separately with the Securities
    Exchange Commission.