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)


   Consulting Services Agreement dated February 12, 2004, by and between the
        Registrant and Bartholomew International Investments Ltd., Inc.
   -------------------------------------------------------------------------
                              (Full Titles of Plan)


                            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. ____


                                      -31-
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------- ----------------- ---------------------- ---------------------- -----------
                                         Proposed Maximum       Proposed Maximum
Title of Securities    Amount to be      Offering Price Per     Aggregate Offering     Amount of
to be Registered       Registered(1)     Share (2)              Price (2)              Fee
---------------------- ----------------- ---------------------- ---------------------- -----------
<S>                    <C>               <C>                     <C>                   <C>
Common Stock,          165,000,000       $0.0008                 $132,000              $16.72
$0.001 par value
---------------------- ----------------- ---------------------- ---------------------- -----------
</TABLE>

(1) This Registration Statement relates to an amendment to the Consulting
Services Agreement dated February 12, 2004 by and between the Registrant and
Bartholomew International Investments Ltd., Inc., to increase the number of
shares of common stock issued thereunder by 165,000,000 to a total of
325,000,000.

(2) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h). On August 3, 2004, the fair market value of ACS
Holdings, Inc., a Nevada corporation (the "Registrant") common stock, determined
from its closing price on the Over-the-Counter Bulletin Board, was $0.0008 per
share. On this basis, the maximum aggregate offering price for the shares being
registered hereunder is $132,000, 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 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:

(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 85,000,000
shares of the Registrant's common stock.

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


                                       2
<PAGE>

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 August 3, 2004, amending Consulting
           Services Agreement dated February 12, 2004 by and between ACS
           Holdings, Inc. and Bartholomew International Investments Ltd., 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)


                             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 3rd day of
August, 2004.

                                             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       August 3, 2004
----------------------------   and Director
Walter H. Roder II

                               Treasurer and Director             August 3, 2004
----------------------------
David Eison



                                       3
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT
NUMBER       DESCRIPTION
--------     -----------

4.1          Form of Letter Agreement dated August 3, 2004, amending Consulting
             Services Agreement dated February 12, 2004 by and between ACS
             Holdings, Inc. and Bartholomew International Investments Ltd., 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)
[{"type": "S-8", "sequence": "1", "filename": "v05328_s8.txt", "secsgml_size_bytes": 9792}]
{"company-data": {"conformed-name": "ACS HOLDINGS INC", "cik": "0001137587", "assigned-sic": "7389", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117931", "film-number": "04952481"}, "business-address": {"street1": "7658 MUNICIPAL DRIVE", "city": "ORLANDO", "state": "FL", "zip": "32819", "phone": "407-226-6866"}, "mail-address": {"street1": "7658 MUNICIPAL DRIVE", "city": "ORLANDO", "state": "FL", "zip": "32819"}, "former-company": {"former-conformed-name": "MAXXZONE COM INC", "date-changed": "20010403"}}
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)

   Consulting Services Agreement dated February 12, 2004, by and between the
        Registrant and Bartholomew International Investments Ltd., Inc.
   -------------------------------------------------------------------------
                              (Full Titles of Plan)

                            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. ____

                                      -31-
CALCULATION OF REGISTRATION FEE
---------------------- ----------------- ---------------------- ---------------------- -----------
                                         Proposed Maximum       Proposed Maximum
Title of Securities    Amount to be      Offering Price Per     Aggregate Offering     Amount of
to be Registered       Registered(1)     Share (2)              Price (2)              Fee
---------------------- ----------------- ---------------------- ---------------------- -----------
Common Stock,          165,000,000       $0.0008                 $132,000              $16.72
$0.001 par value
---------------------- ----------------- ---------------------- ---------------------- -----------
(1) This Registration Statement relates to an amendment to the Consulting
Services Agreement dated February 12, 2004 by and between the Registrant and
Bartholomew International Investments Ltd., Inc., to increase the number of
shares of common stock issued thereunder by 165,000,000 to a total of
325,000,000.

(2) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h). On August 3, 2004, the fair market value of ACS
Holdings, Inc., a Nevada corporation (the "Registrant") common stock, determined
from its closing price on the Over-the-Counter Bulletin Board, was $0.0008 per
share. On this basis, the maximum aggregate offering price for the shares being
registered hereunder is $132,000, 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 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:

(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 85,000,000
shares of the Registrant's common stock.

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

                                       2
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 August 3, 2004, amending Consulting
           Services Agreement dated February 12, 2004 by and between ACS
           Holdings, Inc. and Bartholomew International Investments Ltd., 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)

                             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 3rd day of
August, 2004.

                                             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       August 3, 2004
----------------------------   and Director
Walter H. Roder II

                               Treasurer and Director             August 3, 2004
----------------------------
David Eison

                                       3
EXHIBIT INDEX

EXHIBIT
NUMBER       DESCRIPTION
--------     -----------

4.1          Form of Letter Agreement dated August 3, 2004, amending Consulting
             Services Agreement dated February 12, 2004 by and between ACS
             Holdings, Inc. and Bartholomew International Investments Ltd., 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)