Registration Statement No. ____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

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


                               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
                             Las Vegas, Nevada 89014
                                 (702) 616-7337
                                 --------------
                    (Address of Principal Executive Offices)

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

Contract for Professional Consulting Services dated December 15, 2003, by and
between MaxxZone.com, Inc. and Eric L. Brown; Consulting Services Agreement
dated February 12, 2004, by and between MaxxZone.com, Inc., and The Otto Law
Group, PLLC; Consulting Services Agreement dated May 19, 2004, by and between
MaxxZone.com, Inc., and Howard Falcon; and Non-employee Director Agreement dated
May 19, 2004, by and between MaxxZone.com, Inc. and Stephen J. Careaga.

                             (Full Titles of Plans)
                      ------------------------------------
                              Thomas E. Puzzo, Esq.
                            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. [ ]

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


<PAGE>
<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE

------------------------ ---------------------- -------------------------- -------------------------- --------------
                                                Proposed Maximum           Proposed Maximum
Title of Securities to   Amount to be           Offering Price             Aggregate Offering
be Registered            Registered             Per Share (1)              Price (1)                  Amount of Fee
------------------------ ---------------------- -------------------------- -------------------------- --------------
<S>                      <C>                    <C>                         <C>                       <C>
Common Stock,            12,085,000             $0.009                      $108,765                  $13.78
$0.001 par value
------------------------ ---------------------- -------------------------- -------------------------- --------------
</TABLE>
(1) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h). On May 24, 2004, the fair market value of maxxZone.com,
Inc. (the "Registrant") common stock, determined from its closing price on the
Over-the-Counter Bulletin Board, was $0.009 per share. On this basis, the
maximum aggregate offering price for the shares being registered hereunder is
$108,765, 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. 333-111444 (filed on December 22, 2003),
333-112951 (filed on February 19, 2004), 333-113505 (filed on March 11, 2004),
and 333-114812 (filed on April 26, 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. 333-111444 (filed on December 22, 2003),
333-112951 (filed on February 19, 2004), 333-113505 (filed on March 11, 2004),
and 333-114812 (filed on April 26, 2004) is incorporated herein by reference.
This Registration Statement relates to (i) an amendment to the Contract for
Professional Consulting Services dated December 15, 2003 by and between the
Registrant and Eric L. Brown to increase the number of shares of common stock
issued thereunder to 13,500,000, (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 25,000,000, (iii) a Consulting Services Agreement dated May 19, 2004, by and
between MaxxZone.com, Inc., and Howard Falcon for the issuance of 1,085,000
shares of common stock, and (iv) a Non-employee Director Agreement dated May 19,
2004, by and between MaxxZone.com, Inc. and Stephen J. Careaga for the issuance
of 1,000,000 shares of common stock.

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.

                                       2
<PAGE>
(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 ("TOLG"). As of the date of this Registration Statement, David M.
Otto, an affiliate of TOLG, beneficially owns approximately 2,000,000 shares of
the Registrant's Common Stock, not including 5,000,000 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 May 19, 2004, amending Contract
                 for Professional Consulting Services dated December 15, 2003 by
                 and between MaxxZone.com, Inc. and Eric L. Brown.

4.2              Form of Letter Agreement dated May 19, 2004, amending
                 Consulting Services Agreement dated February 12, 2004 by and
                 between MaxxZone.com, Inc. and The Otto Law Group, PLLC.

4.3              Form of Consulting Services Agreement dated May 19, 2004 by and
                 between MaxxZone.com, Inc. and Howard Falcon.

4.4              Form of Non-employee Director Agreement dated May 19, 2004 by
                 and between MaxxZone.com, Inc. and Stephen J. Careaga.

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)

                                       3
<PAGE>
                                   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 Henderson and State of Nevada on the 25th day of May,
2004.

                                                     MAXXZONE.COM, INC.


                                                     By: /s/ Roland Becker
                                                         -----------------
                                                         Roland Becker
                                                         President


                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Roland Becker 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.
<TABLE>
<CAPTION>
       Signature           Title                                                      Date
       ---------           -----                                                      ----
<S>                        <C>                                                        <C>
/s/ Roland Becker          President, Chief Operations Officer and Director           May 25, 2004
-----------------          (Principal Executive Officer)
Roland Becker
</TABLE>






















                                       4
<PAGE>

                                  EXHIBIT INDEX
                                  -------------


Exhibit Number   Description
--------------   -----------

4.1              Form of Letter Agreement dated May 19, 2004, amending Contract
                 for Professional Consulting Services dated December 15, 2003 by
                 and between MaxxZone.com, Inc. and Eric L. Brown.

4.2              Form of Letter Agreement dated May 19, 2004, amending
                 Consulting Services Agreement dated February 12, 2004 by and
                 between MaxxZone.com, Inc. and The Otto Law Group, PLLC.

4.3              Form of Consulting Services Agreement dated May 19, 2004 by and
                 between MaxxZone.com, Inc. and Howard Falcon.

4.4              Form of Non-employee Director Agreement dated May 19, 2004 by
                 and between MaxxZone.com, Inc. and Stephen J. Careaga.

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)
[{"type": "S-8", "sequence": "1", "filename": "maxxzone_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 12633}]
{"company-data": {"conformed-name": "MAXXZONE COM INC", "cik": "0001137587", "assigned-sic": "7389", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115877", "film-number": "04831777"}, "business-address": {"street1": "1770 N GREEN VALLEY PARKWAY ST 3214", "city": "HENDERSON", "state": "NV", "zip": "89014", "phone": "702-616-7337"}}
Registration Statement No. ____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

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

                               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
                             Las Vegas, Nevada 89014
                                 (702) 616-7337
                                 --------------
                    (Address of Principal Executive Offices)

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

Contract for Professional Consulting Services dated December 15, 2003, by and
between MaxxZone.com, Inc. and Eric L. Brown; Consulting Services Agreement
dated February 12, 2004, by and between MaxxZone.com, Inc., and The Otto Law
Group, PLLC; Consulting Services Agreement dated May 19, 2004, by and between
MaxxZone.com, Inc., and Howard Falcon; and Non-employee Director Agreement dated
May 19, 2004, by and between MaxxZone.com, Inc. and Stephen J. Careaga.

                             (Full Titles of Plans)
                      ------------------------------------
                              Thomas E. Puzzo, Esq.
                            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             Aggregate Offering
be Registered            Registered             Per Share (1)              Price (1)                  Amount of Fee
------------------------ ---------------------- -------------------------- -------------------------- --------------
Common Stock,            12,085,000             $0.009                      $108,765                  $13.78
$0.001 par value
------------------------ ---------------------- -------------------------- -------------------------- --------------
(1) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h). On May 24, 2004, the fair market value of maxxZone.com,
Inc. (the "Registrant") common stock, determined from its closing price on the
Over-the-Counter Bulletin Board, was $0.009 per share. On this basis, the
maximum aggregate offering price for the shares being registered hereunder is
$108,765, 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. 333-111444 (filed on December 22, 2003),
333-112951 (filed on February 19, 2004), 333-113505 (filed on March 11, 2004),
and 333-114812 (filed on April 26, 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. 333-111444 (filed on December 22, 2003),
333-112951 (filed on February 19, 2004), 333-113505 (filed on March 11, 2004),
and 333-114812 (filed on April 26, 2004) is incorporated herein by reference.
This Registration Statement relates to (i) an amendment to the Contract for
Professional Consulting Services dated December 15, 2003 by and between the
Registrant and Eric L. Brown to increase the number of shares of common stock
issued thereunder to 13,500,000, (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 25,000,000, (iii) a Consulting Services Agreement dated May 19, 2004, by and
between MaxxZone.com, Inc., and Howard Falcon for the issuance of 1,085,000
shares of common stock, and (iv) a Non-employee Director Agreement dated May 19,
2004, by and between MaxxZone.com, Inc. and Stephen J. Careaga for the issuance
of 1,000,000 shares of common stock.

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.

                                       2
(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 ("TOLG"). As of the date of this Registration Statement, David M.
Otto, an affiliate of TOLG, beneficially owns approximately 2,000,000 shares of
the Registrant's Common Stock, not including 5,000,000 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 May 19, 2004, amending Contract
                 for Professional Consulting Services dated December 15, 2003 by
                 and between MaxxZone.com, Inc. and Eric L. Brown.

4.2              Form of Letter Agreement dated May 19, 2004, amending
                 Consulting Services Agreement dated February 12, 2004 by and
                 between MaxxZone.com, Inc. and The Otto Law Group, PLLC.

4.3              Form of Consulting Services Agreement dated May 19, 2004 by and
                 between MaxxZone.com, Inc. and Howard Falcon.

4.4              Form of Non-employee Director Agreement dated May 19, 2004 by
                 and between MaxxZone.com, Inc. and Stephen J. Careaga.

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)

                                       3
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 Henderson and State of Nevada on the 25th day of May,
2004.

                                                     MAXXZONE.COM, INC.

                                                     By: /s/ Roland Becker
                                                         -----------------
                                                         Roland Becker
                                                         President

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Roland Becker 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
       ---------           -----                                                      ----
/s/ Roland Becker          President, Chief Operations Officer and Director           May 25, 2004
-----------------          (Principal Executive Officer)
Roland Becker
4
EXHIBIT INDEX
                                  -------------

Exhibit Number   Description
--------------   -----------

4.1              Form of Letter Agreement dated May 19, 2004, amending Contract
                 for Professional Consulting Services dated December 15, 2003 by
                 and between MaxxZone.com, Inc. and Eric L. Brown.

4.2              Form of Letter Agreement dated May 19, 2004, amending
                 Consulting Services Agreement dated February 12, 2004 by and
                 between MaxxZone.com, Inc. and The Otto Law Group, PLLC.

4.3              Form of Consulting Services Agreement dated May 19, 2004 by and
                 between MaxxZone.com, Inc. and Howard Falcon.

4.4              Form of Non-employee Director Agreement dated May 19, 2004 by
                 and between MaxxZone.com, Inc. and Stephen J. Careaga.

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)