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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ACS HOLDINGS, INC.
(FORMERLY KNOWN AS 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)
7658 Municipal Drive
Orlando, FL 32819
(407) 226-6866
(Address of Principal Executive Offices)
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Consulting Services Agreement dated February 12, 2004, by and between the
Registrant and Bartholomew International Investments Ltd., Inc.; Consulting
Services Agreement dated February 12, 2004, by and between the Registrant and
The Otto Law Group, PLLC. ; and Consulting Services Agreement dated July 14,
2004 by and between the Registrant and Liberty Card, Inc.
(Full Titles of Plans)
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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. ____
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Share Aggregate Offering Price
be Registered Registered (1) (1) Amount of Fee
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Common Stock, 75,000,000 $0.0018 $135,000 $17.10
$0.001 par value
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(1) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h). On July 12, 2004, the fair market value of ACS
Holdings, Inc. (the "Registrant") common stock, determined from its closing
price on the Over-the-Counter Bulletin Board, was $0.0018 per share. On this
basis, the maximum aggregate offering price for the shares being registered
hereunder is $117,000, 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.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information contained in the Registrant's registration statement on Form
S-8, Registration File Nos. 333-112951 (filed on February 19, 2004), 333-113505
(filed on March 11, 2004), 333-114812 (filed on April 26, 2004), 333-115877
(filed on May 26, 2004), and 333-116473 (filed on June 15, 2004) is incorporated
herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The information contained in the Registrant's registration statement on Form
S-8, Registration File Nos. 333-112951 (filed on February 19, 2004), 333-113505
(filed on March 11, 2004), 333-114812 (filed on April 26, 2004) and 333-114812
(filed on May 26, 2004), and 333-116473 (filed on June 15, 2004) is incorporated
herein by reference. This Registration Statement relates to (i) an amendment to
Consulting Services Agreements dated February 12, 2004, by and between
MaxxZone.com, Inc. and Bartholomew International Investments Ltd., Inc. to
increase the number of shares issuable thereunder to 153,333,333, (ii) an
amendment to the Consulting Services Agreement dated February 12, 2004 by and
between the Registrant and The Otto Law Group, PLLC, to increase the number of
shares of common stock issued thereunder to 90,000,000; (iii) a Consulting
Services Agreement dated July 14, 2004 by and between the Registrant and Liberty
Card, Inc.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the Registrant are hereby
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report dated March 28, 2004 on Form 10-KSB, filed
with the Commission on March 29, 2004.
(b) All reports and documents subsequently filed to the Registrant's Annual
Report dated March 28, 2004 on Form 10-KSB, filed with the Commission on March
29, 2004, 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.
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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 ("OLG"). As of the date of this Registration Statement, David M.
Otto, an affiliate of OLG, does not hold any shares of the Registrant's common
stock, not including 15,000,000 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 8. EXHIBITS.
The following exhibits are filed herewith.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Letter Agreement dated July 12, 2004, amending Consulting
Services Agreement dated February 12, 2004 by and between ACS
Holdings, Inc. and Bartholomew International Investments Ltd.,
Inc.
4.2 Form of Letter Agreement dated July 12, 2004, amending Consulting
Services Agreement dated February 12, 2004 by and between ACS
Holdings, Inc. and The Otto Law Group, PLLC.
4.3 Consulting Service Agreement dated July 14, 2004 between ACS
Holdings, Inc. and Liberty Card, Inc.
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 (included on signature page of this
registration statement)
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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 Orlando and State of Florida on the 15th day of July,
2004.
ACS HOLDINGS, INC.
By: /s/ Walter H. Roder II
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Walter H. Roder II
President and CEO
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Walter H.
Roder II 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/ Walter H. Roder II President and CEO, July 15, 2004
- ----------------------------- Secretary and Director
Walter H. Roder II
/s/ David Eison Treasurer and Director July 15, 2004
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David Eison
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Letter Agreement dated July 12, 2004, amending Consulting
Services Agreement dated February 12, 2004 by and between ACS
Holdings, Inc. and Bartholomew International Investments Ltd.,
Inc.
4.2 Form of Letter Agreement dated July 12, 2004, amending Consulting
Services Agreement dated February 12, 2004 by and between ACS
Holdings, Inc. and The Otto Law Group, PLLC.
4.3 Consulting Service Agreement dated July 14, 2004 between ACS
Holdings, Inc. and Liberty Card, Inc.
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 (included on signature page of this
registration statement)