Registration Statement No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
ACS HOLDINGS, 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)
ACS Holdings, Inc. 2004 Stock Option Plan; Consulting Services Agreement dated
July 27, 2004, by and between the Registrant and American Financial Institution
Consulting, Inc.; Consulting Services Agreement dated July 29, 2004, by and
between the Registrant and Reskin & Associates; Consulting Services Agreement
dated February 12, 2004, by and between the Registrant and The Otto Law Group,
PLLC; and Consulting Services Agreement dated June 11, 2004, by and between the
Registrant and Frohling & Hudak
(Full Titles of Plans)
------------------------------------
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)
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
- ---------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Share Aggregate Offering Price
be Registered Registered(1) (2) (2) Amount of Fee
- ---------------------------------------------------------------------------------------------------------------------
Common Stock,
$0.001 par value 410,000,000 $0.001 $410,000 $51.94
- ---------------------------------------------------------------------------------------------------------------------
(1) The ACS Holdings, Inc. 2004 Stock Option Plan (the "Plan") authorizes the
directors to fix the maximum number of shares of common stock of ACS Holdings,
Inc. (the "Registrant"), par value $0.001 per share, to be issued under the
Plan. The directors have fixed 50,000,000 shares as the maximum number to be
issued under the Plan, all of which are being registered hereunder. As of July
29, 2004, no options to purchase shares of Common Stock have been granted under
the Plan; no shares of common stock have been issued pursuant to the exercise of
options granted under the Plan; and a total of 50,000,000 shares are available
for the exercise of options granted under the Plan in the future. There are also
registered, pursuant to Rule 415, such additional indeterminate number of shares
as may be issued as a result of the anti-dilution provision of the Plan. This
Registration Statement also relates to (i) 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 by 50,000,000 to a total of 160,000,000, (ii) an amendment to the
Consulting Services Agreement dated June 11, 2004, by and between the Registrant
and Frohling & Hudak to increase the number of shares of common stock issued
thereunder by 50,000,000 to a total of 66,666,666, (iii) a Consulting Services
Agreement dated July 27, 2004, by and between the Registrant and American
Financial Institution Consulting, Inc., pursuant to which 125,000,000 shares of
common stock have been issued and (iv) a Consulting Services Agreement dated
July 29, 2004, by and between the Registrant and Reskin & Associates pursuant to
which 135,000,000 shares of common stock have been issued.
(2) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h). On July 29, 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 $0.001 per share. On this
basis, the maximum aggregate offering price for the shares being registered
hereunder is $410,000, 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.
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), 333-116473 (filed on June 15, 2004), 333-117404 (filed
on July 16, 2004) and 333-117698 (filed on July 28, 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), 333-116473 (filed on June 15, 2004), 333-117404 (filed
on July 16, 2004) and 333-117698 (filed on July 28, 2004) is incorporated herein
by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the Registrant are hereby
incorporated by reference in this Registration Statement:
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(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.
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, is the beneficial holder of approximately 35,000,000
shares of the Registrant's common stock, not including 50,000,000 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
4.1 Form of Letter Agreement dated July 29, 2004, amending Consulting
Services Agreement dated February 12, 2004 by and between ACS
Holdings, Inc. and The Otto Law Group, PLLC.
4.2 Form of Letter Agreement dated July 29, 2004, amending Consulting
Services Agreement dated June 11, 2004 by and between ACS Holdings,
Inc. and Frohling & Hudak.
4.3 Consulting Services Agreement dated July 27, 2004, by and between
the Registrant and American Financial Institution Consulting, Inc.
4.4 Consulting Services Agreement dated July 29, 2004, by and between
the Registrant and Reskin & Associates.
4.5 ACS Holdings, Inc. 2004 Stock Option Plan
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)
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 30th day of July,
2004.
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ACS HOLDINGS, INC.
By:
----------------------
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
- --------- ----- ----
________________________ President and CEO, Secretary
Walter H. Roder II and Director July 30, 2004
Treasurer and Director July 30, 2004
________________________
David Eison
EXHIBIT INDEX
Exhibit
Number Description
4.1 Form of Letter Agreement dated July 29, 2004, amending Consulting
Services Agreement dated February 12, 2004 by and between ACS
Holdings, Inc. and The Otto Law Group, PLLC.
4.2 Form of Letter Agreement dated July 29, 2004, amending Consulting
Services Agreement dated June 11, 2004 by and between ACS Holdings,
Inc. and Frohling & Hudak.
4.3 Consulting Services Agreement dated July 27, 2004, by and between
the Registrant and American Financial Institution Consulting, Inc.
4.4 Consulting Services Agreement dated July 29, 2004, by and between
the Registrant and Reskin & Associates.
4.5 ACS Holdings, Inc. 2004 Stock Option Plan
5.1 Opinion of The Otto Law Group, PLLC
23.1 Consent of Beckstead & Watts, LLP