Registration Statement No. ____________

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED

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MAXXZONE.COM, INC.
(Exact name of registrant as specified in its charter)

Nevada 88-0503197
(State or other jurisdiction of (I.R.S. Employer ID. No.)
incorporation or organization)

1770 N. Green Valley Parkway, Suite 3214
Henderson, Nevada 89014
(702) 616-7337
(Address of Principal Executive Offices)

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Consulting Services Agreements dated February 12, 2004, by and between
MaxxZone.com, Inc. and Aequitas Ventures Corp., Bartholomew International
Investments Ltd., Inc., Daedalus Ventures, Inc., Chris Ebersole, Dan Hollis, The
Otto Law Group, PLLC, Armando Rosa, Jr., Victor Romero and Nicole Van Collier.
(Full Title of Plan)

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The Otto Law Group, PLLC
900 Fourth Avenue, Suite 3140
Seattle, Washington 98164
(206) 262-9545
(Name, Address and Telephone Number of Agent for Service of Process)

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If any of the Securities being registered on this Form S-8 are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. ____

TOTAL OF SEQUENTIALLY NUMBERED PAGES: 53

EXHIBIT INDEX ON SEQUENTIALLY NUMBERED PAGE: 6

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount
to be Registered Registered Share (1) Price (1) of Fee
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Common Stock, 60,500,000 $0.015 $907,500 $114.98
$0.001 par value

(1) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h). On February 17, 2004, the fair market value of
MaxxZone.com, Inc. common stock, determined from its closing price on the
Over-the-Counter Bulletin Board, was $0.015 per share. On this basis, the
maximum aggregate offering price for the shares being registered hereunder is
$1,907,500, and this is the basis for computing the filing fee in accordance
with Rule 457(h) and at a rate of the aggregate offering price multiplied by
..00012670.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are hereby incorporated by reference in this
Registration Statement:

(a) The Registrant's Annual Report dated April 7, 2003 on Form 10-KSB, filed
with the Commission on April 14, 2003.

(b) All other reports and documents subsequently filed by the Registrant's
Annual Report dated April 7, 2003 on Form 10-KSB, filed with the Commission on
April 14, 2003, shall be deemed to be incorporated by reference and to be a part
hereof from the date of the filing of such documents.

(c) The description of the Registrant's securities contained in the Registrant's
registration statement on Form 10-SB, as filed with the Securities and Exchange
Commission on December 31, 2001, including any amendment or report filed for the
purpose of updating such description.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters with respect to the legality of the issuance of the Common
Stock registered hereby will be passed upon for the Registrant by The Otto Law
Group, PLLC ("TOLG"). As of the date of this Registration Statement, David M.
Otto, an affiliate of TOPLG beneficially own approximately 10,000 shares of the
Registrant's Common Stock, all of which are being registered herein.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.751 of the Nevada General Corporation Law allows the Registrant to
indemnify any person who was or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or other enterprise. The Registrant may advance expenses in connection with
defending any such proceeding, provided the indemnitee undertakes to pay any
such amounts if it is later determined that such person was not entitled to be
indemnified by the Registrant.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are filed herewith.

EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Consulting Services Agreement dated February 12, 2004 by
and between MaxxZone.com, Inc. and Aequitas Ventures Corp.

4.2 Form of Consulting Services Agreement dated February 12, 2004 by
and between MaxxZone.com, Inc. and Armando Rosa, Jr.

4.3 Form of Consulting Services Agreement dated February 12, 2004 by
and between MaxxZone.com, Inc. and Bartholomew International
Investments Ltd., Inc.

4.4 Form of Consulting Services Agreement dated February 12, 2004 by
and between MaxxZone.com, Inc. and Chris Ebersole.

4.5 Form of Consulting Services Agreement dated February 12, 2004 by
and between MaxxZone.com, Inc. and Daedalus Ventures, Inc., a New
York corporation.

4.6 Form of Consulting Services Agreement dated February 12, 2004 by
and between MaxxZone.com, Inc. and Dan Hollis.

4.7 Form of Consulting Services Agreement dated February 12, 2004 by
and between MaxxZone.com, Inc. and Nicole Van Collier.

4.8 Form of Consulting Services Agreement dated February 12, 2004 by
and between MaxxZone.com, Inc. and The Otto Law Group, PLLC.

4.9 Form of Consulting Services Agreement dated February 12, 2004 by
and between MaxxZone.com, Inc. and Victor Romero

5.1 Opinion of The Otto Law Group, PLLC

23.1 Consent of Beckstead & Watts, LLP

23.2 Consent of The Otto Law Group, PLLC (Included in Exhibit 5.1)

24.1 Power of Attorney (See page 6 of this registration statement)

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes, except as otherwise specifically
provided in the rules of the Securities and Exchange Commission promulgated
under the Securities Act of 1933:

(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 this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the

offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

(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.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement 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.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

POWER OF ATTORNEY

The Registrant and each person whose signature appears below hereby appoints
each of Victor Romero as attorney-in-fact with full power of substitution,
severally, to execute in the name and on behalf of the Registrant and each such
person, individually and in each capacity stated below, one or more amendments
to this Registration Statement as the attorney-in-fact acting in the premises
deems appropriate and to file any such amendment to this Registration Statement
with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Yorba Linda and State of California on the 17th day
of February, 2004.

Pursuant to the requirements of the Securities Act of 1933, the Company
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 Yorba Linda, the State of California on the 17th day
of February, 2004.

MAXXZONE.COM, INC.

By: /s/ Victor Romero
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Victor Romero, Attorney-in-Fact

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints
Victor Romero his or her attorney-in-fact, with the power of substitution, for
them in any and all capacities, to sign any amendments to this registration
statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE TITLE DATE
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/s/ Roland Becker President, Chief Executive February 17, 2004
- ------------------- Officer and Director
Roland Becker

EXHIBIT INDEX