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

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

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)

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

                            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. ____

TOTAL OF SEQUENTIALLY NUMBERED PAGES: 53

EXHIBIT INDEX ON SEQUENTIALLY NUMBERED PAGE: 6
<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                         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
-------------------    ------------      ------------------    ------------------    ------
<S>                    <C>               <C>                    <C>                  <C>
Common Stock,          60,500,000        $0.015                 $907,500             $114.98
$0.001 par value
</TABLE>

(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.

<PAGE>


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are filed herewith.

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

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

<PAGE>

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
                                             ----------------------------------
                                             Victor Romero, Attorney-in-Fact

<PAGE>

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

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


                                  EXHIBIT INDEX

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

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)
[{"type": "S-8", "sequence": "1", "filename": "v01677_s8.txt", "secsgml_size_bytes": 15898}]
{"company-data": {"conformed-name": "MAXXZONE COM INC", "cik": "0001137587", "assigned-sic": "7389"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112951", "film-number": "04615454"}, "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
                             Henderson, Nevada 89014
                                 (702) 616-7337
                    (Address of Principal Executive Offices)

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

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)

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

                            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. ____

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

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

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

                                  EXHIBIT INDEX

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

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)